Every material Form 8-K Itron has filed with the SEC since September 23, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Itron reported third-quarter 2026 revenue of $599 million, up 3% from a year earlier, with GAAP diluted EPS of $1.61 versus $1.41 and non-GAAP diluted EPS of $1.94 versus $1.54. The company also gave fourth-quarter and updated full-year 2026 outlooks, with full-year revenue expected between $2.37 billion and $2.385 billion and non-GAAP diluted EPS between $6.72 and $6.82, while free cash flow fell $18 million to $96 million.
Q3 2026 revenue $599 million, up 3%; annual recurring revenue $423 million, up 25%
Itron reported second quarter 2026 revenue of $563 million, down 7% from a year earlier, and GAAP diluted EPS of $1.19, down from $1.47. The company raised its full-year 2026 earnings outlook, with non-GAAP diluted EPS now expected between $6.30 and $6.50, while revenue guidance is $2.37 to $2.41 billion, so shareholders get higher earnings expectations alongside lower reported sales and profit.
Q2 2026 revenue was $563 million, down 7%, mainly due to lower Networked Solutions revenue, which fell 17%.
GAAP net income attributable to Itron was $53 million, or $1.19 per diluted share, versus $68 million, or $1.47, in Q2 2025; non-GAAP diluted EPS was $1.59 versus $1.62.
Updated full-year 2026 outlook: revenue of $2.37 to $2.41 billion and non-GAAP diluted EPS of $6.30 to $6.50; Q3 2026 outlook is revenue of $590 to $600 million and non-GAAP diluted EPS of $1.50 to $1.60.
Itron reported first-quarter 2026 revenue of $587 million, down 3% from a year earlier, as portfolio optimization and project timing reduced sales. GAAP diluted EPS fell to $1.18 from $1.42, and non-GAAP diluted EPS fell to $1.49 from $1.52, though adjusted EBITDA rose 5% to $92 million and free cash flow rose to $79 million. For the second quarter of 2026, Itron guided to revenue of $560 million to $570 million and non-GAAP diluted EPS of $1.25 to $1.35.
Q1 2026 revenue was $587 million, down 3%; Networked Solutions revenue fell 13% and Outcomes revenue rose 22%.
GAAP net income attributable to Itron was $53 million, or $1.18 per diluted share, versus $65 million, or $1.42, a year earlier.
Adjusted gross margin rose to 40.7% from 35.8%; free cash flow was $79 million, up from $67 million.
Q2 2026 outlook: revenue of $560 million to $570 million and non-GAAP diluted EPS of $1.25 to $1.35.
Itron entered into a purchase agreement to sell $700.0 million of 0.00% convertible senior notes due March 15, 2032 in a private offering, and the initial purchasers exercised in full an option for an additional $105.0 million on February 24, 2026. The notes have an initial conversion price of about $123.77 per share, a premium of about 30.0% over the $95.21 closing price on February 23, 2026, and the company paid about $92.8 million for capped call transactions meant to reduce dilution. Shareholders face possible dilution if the notes convert, though the capped calls offset some of that exposure up to a cap price of $190.42 per share.
Principal: $700.0 million initial notes plus $105.0 million option exercised in full on February 24, 2026; the notes pay no regular interest.
Initial conversion price of about $123.77 per share, a 30.0% premium to the $95.21 closing price on February 23, 2026.
Capped call transactions cost about $92.8 million, with a cap price of $190.42 per share.
Company expects to use net proceeds to pay for the capped calls, repurchase about $100.0 million of common stock, and repay its 0.00% convertible notes due 2026.
Itron reported fourth-quarter 2025 revenue of $572 million, down 7% from a year earlier, while GAAP diluted earnings per share rose to $2.21 from $1.26, helped by a tax benefit. For 2026, the company forecast non-GAAP diluted EPS of $5.75 to $6.25, compared with $7.13 for full-year 2025, and revenue of $2.35 billion to $2.45 billion.
Q4 2025 revenue was $572 million, down 7%, driven by portfolio optimization and the timing of project deployments.
Q4 GAAP diluted EPS was $2.21 versus $1.26; non-GAAP diluted EPS was $2.46 versus $1.35.
Full-year 2025 revenue was $2.4 billion, down 3%; full-year non-GAAP diluted EPS was $7.13.
2026 outlook: Q1 revenue $565 million to $575 million; full-year revenue $2.35 billion to $2.45 billion and non-GAAP diluted EPS $5.75 to $6.25.
Itron, Inc. signed a share purchase agreement on November 14, 2025 to acquire 100 percent of Locusview, Ltd., a privately held utility-focused software and services company based in the United States and Israel. The $525 million price will be paid from cash on hand, with a final adjustment for working capital and other closing items, and the deal is expected to close in early January 2026. Itron says the acquisition will add Locusview's digital construction management tools to its Resiliency Solutions offerings.
Agreement signed November 14, 2025 to acquire 100 percent of Locusview, Ltd. and subsidiaries
Purchase price of $525 million, subject to adjustment for final working capital and other closing considerations
Funded through cash on hand; expected to close in January 2026
Itron plans to use Locusview's digital construction management platform to enhance its Resiliency Solutions
Itron reported third quarter 2025 results on October 30, 2025, with revenue down 5% to $582 million and GAAP diluted EPS of $1.41, compared with $1.70 a year earlier. Adjusted EBITDA rose 10% to $97 million and free cash flow increased to $113 million, but the decline in revenue and profit is the main change for shareholders. The company also gave fourth quarter and updated full year 2025 outlook ranges and disclosed a pending $325 million acquisition of Urbint, Inc.
Q3 revenue of $582 million, down 5%, driven mainly by portfolio optimization and project deployment timing; Device Solutions revenue fell 16%.
GAAP net income attributable to Itron was $66 million, down $12 million, mainly due to higher GAAP income tax expense.
Q4 2025 outlook: revenue of $555 million to $565 million and non-GAAP diluted EPS of $2.15 to $2.25; full year 2025 revenue of $2.35 billion to $2.36 billion and non-GAAP diluted EPS of $6.84 to $6.94.
Pending Urbint, Inc. acquisition, announced October 6, 2025, for $325 million in cash, expected to close in the fourth quarter of 2025.
On September 25, 2025, Itron entered a third amended and restated credit agreement providing $750 million in committed credit facilities, replacing its January 5, 2018 credit agreement. The agreement sets the terms for borrowing, including pricing tied to the company's total net leverage ratio and a covenant limiting that ratio to a maximum of 4.0x, which matters to shareholders because it defines the company's borrowing capacity and financial limits.
$750 million multi-currency revolver, with a $300 million standby letter of credit sub-facility and a $50 million swingline sub-facility
Principal matures September 25, 2030, but may be advanced to April 15, 2030 if Itron does not settle or extend a sufficient portion of its convertible notes
Interest is SOFR plus 125.0 to 175.0 basis points, depending on the total net leverage ratio; commitment fee of 17.5 to 30.0 basis points
Certain domestic subsidiaries must guarantee the obligations; the agreement is filed as Exhibit 4.1
Itron's board appointed Scott Drury, retired chief executive of Southern California Gas Company, as a director effective August 20, 2025. He has not yet been assigned to a board committee and will receive the company's standard non-employee director compensation.
Scott Drury appointed director effective August 20, 2025; not yet assigned to a board committee
Drury was CEO of Southern California Gas Company from 2020 to January 2025 and earlier president of San Diego Gas & Electric from 2017 to 2020
Company announced the appointment in a press release dated August 21, 2025 (Exhibit 99.1)
Itron's board appointed Sheri Savage as a director effective August 11, 2025, and she joined the Audit/Finance Committee. Savage is senior vice president, finance and CFO at Ultra Clean Holdings, and the filing describes her as having more than 30 years of finance experience.
Board appointment effective August 11, 2025; Savage joins the Audit/Finance Committee
Savage has been CFO of Ultra Clean Holdings since July 2016 and has been with that company since 2009
Savage will receive the company's standard non-employee director compensation, per the 2025 proxy statement
Announced in a press release dated August 14, 2025 (Exhibit 99.1)
Itron reported second-quarter 2025 results, with revenue of $607 million, down slightly from $609 million a year earlier, while GAAP diluted EPS rose to $1.47 from $1.10. The company also updated its full-year 2025 outlook to revenue of $2.35 billion to $2.4 billion and non-GAAP diluted EPS of $6.00 to $6.20, which gives shareholders a clearer view of profit and cash generation for the rest of the year.
Revenue was $607 million versus $609 million a year earlier; Networked Solutions fell 1% and Outcomes rose 9%.
GAAP diluted EPS was $1.47 versus $1.10; non-GAAP diluted EPS was $1.62 versus $1.21.
Free cash flow was $91 million versus $45 million, and total backlog was $4.5 billion at quarter end.
Q3 2025 outlook is revenue of $570 million to $585 million and non-GAAP diluted EPS of $1.45 to $1.55.
Itron reported first-quarter 2025 results for the three months ended March 31, 2025. Revenue rose 1% to $607 million, GAAP diluted EPS rose to $1.42 from $1.12, and non-GAAP diluted EPS rose to $1.52 from $1.24. The company also gave a second-quarter 2025 outlook of revenue between $605 million and $615 million and non-GAAP diluted EPS between $1.30 and $1.40.
Revenue of $607 million, up 1%; gross margin of 35.8%, up 180 basis points
GAAP net income attributable to Itron of $65 million, or $1.42 per diluted share, vs. $1.12 a year earlier
Free cash flow of $67 million, vs. $34 million in the prior-year quarter
Q2 2025 outlook: revenue between $605 million and $615 million; non-GAAP diluted EPS between $1.30 and $1.40
Itron reported fourth-quarter and full-year 2024 results, with revenue up 6% in the quarter to $613 million and up 12% for the year to $2.4 billion. GAAP diluted EPS rose to $1.26 for the quarter and $5.18 for the year, and the company set a record total backlog of $4.7 billion. Its 2025 non-GAAP diluted EPS outlook of $5.20 to $5.60 sits near the $5.62 reported for 2024.
Q4 2024 revenue $613 million, up 6%; full-year revenue $2.4 billion, up 12%
Q4 GAAP diluted EPS $1.26, up $0.30; full-year GAAP diluted EPS $5.18, up $3.07
Full-year 2024 non-GAAP diluted EPS $5.62; 2025 outlook $5.20 to $5.60 on revenue of $2.4 billion to $2.5 billion
Total backlog a record $4.7 billion at December 31, 2024
Directors Lynda L. Ziegler and Mary C. Hemmingsen notified Itron on February 19, 2025, that they will not stand for re-election at the 2025 Annual Meeting of Shareholders. Both said their decisions were not based on any disagreement with the company or management. The Board will also be reduced from nine to seven directors effective May 8, 2025.
Lynda L. Ziegler, a director since 2013 and chair of the Nominating and Corporate Governance Committee, will not seek re-election.
Mary C. Hemmingsen, a director since 2022 and member of the Audit/Finance Committee, will not seek re-election, citing her workload as a partner at Moneta Securities and audit chair role at four companies.
Both directors remain on the Board until the start of the 2025 Annual Board Meeting.
Board size will drop from nine to seven directors effective May 8, 2025.
Itron reported third quarter 2024 revenue of $615 million, up 10%, and GAAP diluted EPS of $1.70 versus $0.87 a year earlier, aided in part by a favorable foreign tax audit resolution worth about $0.30 per share. The company raised its full-year 2024 revenue and non-GAAP diluted EPS guidance, which gives shareholders a higher stated outlook for the year.
Q3 2024 revenue of $615 million, up 10%; GAAP diluted EPS of $1.70 versus $0.87; non-GAAP diluted EPS of $1.84 versus $0.98
Full-year 2024 revenue guidance raised to $2.428 to $2.438 billion from $2.385 to $2.415 billion
Full-year 2024 non-GAAP diluted EPS guidance raised to $5.28 to $5.38 from $4.45 to $4.65
Q4 2024 outlook: revenue of $600 to $610 million and non-GAAP diluted EPS of $1.00 to $1.10
Itron appointed David M. Wright, its Vice President and Corporate Controller, as Chief Accounting Officer with principal accounting officer duties previously held by CFO Joan S. Hooper. The board also approved a share repurchase program of up to $100 million over 18 months, which may be started or suspended without notice depending on market conditions.
David M. Wright, 54, approved as Vice President, Corporate Controller & Chief Accounting Officer by the board on September 19, 2024
Wright has been Vice President and Corporate Controller since May 2019 and rejoined Itron in September 2018
New share repurchase program authorizes up to $100 million of common stock over an 18-month period, effective September 19, 2024
No new material compensation arrangement was disclosed in connection with Wright's appointment
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