Welcome to our dedicated page for Itron SEC filings (Ticker: ITRI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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.
LEYDEN TIMOTHY M reported acquisition or exercise transactions in this Form 4 filing.
Itron, Inc. director Timothy M. Leyden received a grant of 232 shares of common stock as part of the quarterly compensation that independent board members receive. The award was at no cash cost per share and increased his direct holdings to 16,005 shares.
According to the disclosure, Leyden deferred receipt of 87 of these shares under Itron's Executive Deferred Compensation Plan, so only part of the award was taken immediately in stock while the remainder was deferred.
Lande Jerome J. reported acquisition or exercise transactions in this Form 4 filing.
ITRON, INC. director Jerome J. Lande received a grant of 580 shares of common stock on April 1, 2026 as part of the quarterly equity compensation paid to independent members of the board for their annual board service. Following this award, he directly holds 10,144 common shares.
JAEHNERT FRANK M reported acquisition or exercise transactions in this Form 4 filing.
Itron, Inc. director Frank M. Jaehnert received a grant of 580 shares of common stock as part of his board compensation. The award was made at a stated price of $0.00 per share, reflecting a non-cash stock grant rather than an open-market purchase. Following this grant, he directly holds 22,497 shares of Itron common stock. According to the disclosure, Mr. Jaehnert deferred receipt of these shares under Itron's Executive Deferred Compensation Plan, making this a routine, compensation-related equity award for an independent board member.
Drury Scott D. reported acquisition or exercise transactions in this Form 4 filing.
Itron, Inc. director Scott D. Drury received a grant of 580 shares of Common Stock as part of his quarterly board compensation. The shares were awarded at no cash cost per share and are tied to his service as an independent board member. Following this grant, his direct holdings increased to 1,723 shares of Itron common stock. According to the disclosure, Drury deferred receipt of these shares under Itron's Executive Deferred Compensation Plan, so the award will be delivered on a deferred basis rather than immediately.
Itron Inc ownership filing: The Vanguard Group amended its Schedule 13G to report zero beneficial ownership of Itron common stock. The filing states that, after an internal realignment effective January 12, 2026, certain Vanguard subsidiaries will report ownership separately in reliance on SEC Release No. 34-39538. The amendment certifies 0 shares and 0% beneficial ownership, and explains that Vanguard no longer is deemed to beneficially own shares held by those subsidiaries. The filing is signed by Ashley Grim, Head of Global Fund Administration, dated 03/27/2026.
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.