Itron Inc. filings document the reporting, governance and capital-structure records of an operating company serving utility and city infrastructure markets. Recent 8-K disclosures cover operating results, financial-condition updates, material agreements and the issuance of convertible senior notes, including purchase agreement and indenture terms tied to the company’s debt and equity structure.
Proxy and shareholder-vote filings describe director elections, advisory executive-compensation votes and annual meeting matters for holders of Itron common stock. Other material-event filings record cybersecurity response and operational-continuity disclosures, while exchange-registration information identifies ITRI common stock, no par value, as listed on the Nasdaq Global Select Market.
Itron, Inc. is asking shareholders to vote at its virtual 2026 annual meeting on May 7, 2026. Owners of its 44,319,803 common shares as of March 3, 2026 can attend online, vote and submit questions using a 16‑digit control number.
Shareholders will elect five directors, approve on a non‑binding basis 2025 compensation for named executive officers, and ratify Deloitte & Touche LLP as independent auditor for 2026. Directors are mostly independent, follow term limits and retirement guidelines, and are chosen for leadership, financial, industry, technology and global expertise.
The proxy details a pay‑for‑performance program centered on base salary, an annual cash bonus tied mainly to Adjusted EBITDA, revenue and strategic goals, and long‑term equity awards through performance‑based and time‑vested stock units. In 2025, Itron reported record profitability metrics, increased buyback capacity after repurchasing $100 million of shares, and completed or agreed to acquisitions that expand its intelligent infrastructure and AI‑enabled solutions portfolio.
Itron, Inc. reported that SVP & CFO Joan S. Hooper disposed of 3,533 shares of common stock in an automatic transaction on February 26, 2026. The shares were sold at an average price of $95.9209 each to cover tax withholding obligations from the vesting of a restricted stock unit award. After this tax-related sale, Hooper beneficially owns 118,275 shares of Itron common stock directly.
Itron, Inc. senior vice president of Outcomes Donald L. Reeves III reported selling a total of 519 shares of Itron common stock in open-market transactions. The sales occurred on February 25, 2026 at a price of $97.84 per share under a pre-arranged Rule 10b5-1 trading plan adopted on September 11, 2025. After these trades, Reeves directly holds 29,951 shares of Itron common stock.
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. senior vice president and general counsel Christopher E. Ware reported an automatic disposition of common stock tied to equity compensation. On this Form 4, 348 shares of common stock were sold in an open-market transaction at a price of $94.8147 per share to cover tax withholding obligations arising from the vesting of a restricted stock unit award. After this tax-related sale, Ware directly holds 30,695 shares of Itron common stock.
Itron, Inc. senior vice president Donald L. Reeves III reported an automatic sale of 544 shares of common stock. The shares were sold in an open-market transaction at an average price of $94.8147 per share on February 24, 2026, to cover tax withholding obligations tied to the vesting of a restricted stock unit award. After this sale, he directly holds 30,470 shares of Itron common stock.
Itron, Inc. executive David Marshall Wright, VP, Corporate Controller and Chief Accounting Officer, had 188 shares of common stock automatically sold on February 24, 2026 to cover tax withholding from a restricted stock unit vesting at an average price of $94.8147 per share. Following this tax-related sale, he beneficially owns 8,936 shares of Itron common stock.
Itron, Inc. senior vice president of HR Laurie Ann Pulatie-Hahn reported an automatic sale of common stock tied to equity compensation. On this transaction date, 176 shares of common stock were sold in an open-market transaction at a weighted price of $94.8147 per share to cover tax withholding obligations from a vested restricted stock unit award. After this tax-related sale, she continued to hold 32,774 shares of Itron common stock directly.
ITRON, INC. senior vice president Patrick Justin K reported an automatic sale of common stock tied to equity compensation. On the transaction date, 385 shares were sold in an open-market transaction at an average price of about $94.81 per share to cover tax withholding obligations from a restricted stock unit vesting. After this tax-related sale, he continued to hold 33,131 shares of Itron common stock directly.
Itron, Inc. President & CEO Thomas Deitrich reported an automatic sale of 1,772 shares of common stock on February 24, 2026, at an average price of $94.8147 per share. According to the footnote, these shares were sold to cover tax withholding obligations from a restricted stock unit vesting. After this transaction, he directly holds 370,301 shares and indirectly holds 25,000 shares through a trust.