Every 8-K that Itron Inc (ITRI) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow ITRI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ITRI filings page.
Itron, Inc. reported second quarter 2026 results with revenue of $563 million, down 7% from the prior-year quarter, as lower Networked Solutions volumes more than offset growth in Outcomes and the contribution from Resiliency Solutions, which generated $16 million of revenue.
Annual recurring revenue reached $417 million, up 21%. Adjusted gross margin improved to 41.4% from 36.9%, driving non-GAAP operating income of $89 million, up $7 million year over year. GAAP net income attributable to Itron was $53 million ($1.19 diluted EPS) versus $68 million ($1.47) in 2025, mainly due to lower interest income and a higher effective tax rate. Non-GAAP diluted EPS was $1.59, slightly below $1.62 a year ago. Adjusted EBITDA was $97 million, up 8%.
Free cash flow was $81 million, down $9 million, with operating cash flow of $88 million. Total backlog was $4.4 billion and quarterly bookings were $550 million. Cash and cash equivalents were $745 million and long-term debt $1.58 billion, reflecting roughly $515 million of business acquisitions, new borrowings, a $152 million share repurchase and a call spread for a convertible offering. Management characterized gross margin as record and stated it is raising the full-year earnings outlook, now guiding 2026 revenue to $2.37–$2.41 billion and non-GAAP diluted EPS to $6.30–$6.50, with Q3 2026 revenue of $590–$600 million and non-GAAP EPS of $1.50–$1.60.
Itron, Inc. announced that its board authorized a new share repurchase program of up to $200 million of common stock over an 18‑month period effective May 8, 2026, with purchases to be made in the open market under Rule 10b-18 and any Rule 10b5-1 plans.
At the 2026 Annual Meeting on May 7, 2026, shareholders elected five directors, including Scott D. Drury and Sheri L. Savage to Class 3 terms through 2028 and three others to Class 1 terms through 2029. Shareholders also approved the advisory resolution on executive compensation, with 34,659,055 votes for and 3,985,830 against, and ratified Deloitte & Touche LLP as independent registered public accounting firm for the 2026 fiscal year.
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.
Itron, Inc. reported first quarter 2026 revenue of $587 million, down from $607 million a year earlier, mainly from portfolio optimization and project timing. GAAP net income attributable to Itron was $53 million, or $1.18 diluted EPS, compared with $65 million, or $1.42 per share.
Non-GAAP diluted EPS was $1.49 versus $1.52, while adjusted EBITDA rose to $92 million, up 5%. Adjusted gross margin improved to 40.7%, helped by favorable mix and efficiencies, even as GAAP operating expenses increased with the Urbint and Locusview acquisitions.
Free cash flow strengthened to $79 million from $67 million, and quarter-end backlog was $4.4 billion versus $4.7 billion. For Q2 2026, the company guides revenue between $560–$570 million and non-GAAP diluted EPS between $1.25–$1.35.
Itron, Inc. reported that on April 13, 2026 an unauthorized third party gained access to certain company systems. Itron activated its cybersecurity response plan, engaged external advisors, notified law enforcement, and undertook remediation efforts.
The company states it has removed the unauthorized activity, seen no further unauthorized access within its corporate systems, and observed no unauthorized activity in customer-hosted systems. Operations have continued in all material respects, supported by contingency and data backup plans. Itron currently expects a significant portion of direct incident-related costs to be reimbursed by insurance and does not currently believe the incident has had or is reasonably likely to have a material impact.
Itron, Inc. is raising convertible debt by issuing $700.0 million of 0.00% Convertible Senior Notes due 2032 in a private offering to qualified institutional buyers, with initial purchasers granted and exercising an option for an additional $105.0 million of notes.
The notes carry no regular interest, mature on March 15, 2032, and are initially convertible at 8.0793 shares per $1,000 principal amount, implying a conversion price of about $123.77 per share, a 30% premium to a $95.21 stock price. Itron may redeem the notes starting in 2030 if share price conditions are met, and holders have conversion and fundamental change repurchase rights.
Itron entered into capped call transactions covering about 6.5 million shares, paying approximately $92.8 million, with a $123.77 strike and an initial $190.42 cap. From estimated net proceeds of about $681.1 million, Itron plans to spend roughly $80.7 million on the capped calls, about $100.0 million to repurchase 1,050,309 shares, and use the remainder to repay its 0.00% Convertible Senior Notes due 2026 and for general corporate purposes.
Itron, Inc. reported mixed fourth quarter and full-year 2025 results, with lower revenue but sharply higher profit, margins and cash flow. Q4 revenue was $572 million and full-year revenue was $2.37 billion, down 7% and 3% from 2024, mainly from portfolio changes and project timing.
GAAP net income attributable to Itron rose to $102 million in Q4 and $301 million for 2025, with diluted EPS of $2.21 and $6.50. Non-GAAP diluted EPS increased to $2.46 in Q4 and $7.13 for the year. Adjusted EBITDA reached $99 million in Q4 and $374 million for 2025, while free cash flow climbed to $112 million for the quarter and $383 million for the year.
Gross margin improved to 40.5% in Q4, driven by a stronger mix. Outcomes revenue grew 23% in the quarter, while Networked Solutions declined 15%. Total backlog ended at $4.5 billion. For 2026, Itron guides revenue of $565–$575 million in Q1 and $2.35–$2.45 billion for the year, with non-GAAP EPS of $1.20–$1.30 in Q1 and $5.75–$6.25 for 2026. The company also closed the $525 million cash-funded acquisition of Locusview in January 2026 and added Urbint, expanding its AI-driven resiliency and software offerings.
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.
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.
Itron, Inc. (ITRI) furnished an 8-K announcing it issued a press release with financial results for the three and nine months ended September 30, 2025. The press release and accompanying financial statements are included as Exhibit 99.1 and are furnished, not filed, under the Exchange Act. The company also included standard forward-looking statements language outlining factors that could cause actual results to differ.
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.
Itron, Inc. reported it entered into a material, syndicated credit arrangement and thereby created a direct financial obligation. The filing identifies a Third Amended and Restated Credit Agreement dated September 25, 2025 among Itron, Inc. and a syndicate of banks led by Wells Fargo Bank, N.A., JPMorgan Chase Bank, N.A. and BNP Paribas. The document was signed on September 29, 2025 by Joan S. Hooper and includes an interactive cover page data file. The filing items listed indicate disclosure under entry into a material definitive agreement and creation of a direct financial obligation; no loan amounts or financial terms are provided in the text supplied.
Itron, Inc. has expanded its Board of Directors by appointing Scott Drury as a new director. The board action is described in an amendment dated August 20, 2025, reflecting a change in the company’s leadership structure at the board level.
Mr. Drury has also been appointed to the Board’s Nominating and Corporate Governance Committee, which oversees board composition and governance practices. The filing is executed on behalf of the company by Senior Vice President, General Counsel and Corporate Secretary Christopher E. Ware.
Itron, Inc. has appointed Scott Drury to its Board of Directors, effective August 20, 2025. He joins as a new director and has not yet been assigned to any Board committee.
Drury recently retired from Southern California Gas Company, where he served as Chief Executive Officer from 2020 to January 2025, and previously was President of San Diego Gas & Electric Company from 2017 to 2020 after holding various leadership roles there since 1986. He is expected to receive the company’s standard non-employee director compensation as described in Itron’s 2025 proxy statement.
The filing states there are no arrangements or understandings with other persons regarding his appointment, and no transactions requiring related-party disclosure under Regulation S-K Item 404(a). Itron also furnished a press release announcing his appointment as an exhibit.
Itron, Inc. reported that its Board of Directors appointed Sheri Savage as a new director effective August 11, 2025, and named her to the Board’s Audit/Finance Committee. She is currently Senior Vice President, Finance and Chief Financial Officer at Ultra Clean Holding, Inc., where she has served since 2016 after earlier finance and audit roles at Ultra Clean and Credence Systems Corporation.
Ms. Savage will participate in Itron’s standard non-employee director compensation program as described in the company’s 2025 annual meeting proxy statement. The company stated there are no special arrangements or understandings related to her appointment, and no related-party transactions requiring disclosure. Itron later announced her appointment in an August 14, 2025 press release furnished as an exhibit.