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ITRON, INC. (ITRI) 8-K Current Report: February 26, 2026

Filed: February 26, 2026
Health Care
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ITRON, INC. Overview

ITRON, INC. (ITRI) 8-K current report filed with SEC EDGAR on February 26, 2026. This page provides AI-powered analysis of reported events and material disclosures, including results of operations, corporate governance changes, agreements, and other triggering events as disclosed under Form 8-K item codes.

Reported 8-K Items
3 items

  • Item 1.01: Entry into a Material Definitive Agreement
  • Item 2.03: Creation of a Direct Financial Obligation
  • Item 8.01: Other Events

ITRON, INC. 8-K Feb 26, 2026 Event Analysis

Item 1.01 · Entry into a Material Definitive Agreement

  • • Itron issued $805M total in 0.00% Convertible Senior Notes due March 2032 ($700M firm + $105M overallotment fully exercised) via Rule 144A private placement
  • • Zero-coupon structure means no cash interest cost; conversion price set at ~$123.77/share (8.0793 shares per $1,000 principal), implying ~30% premium to Feb 23 stock price (~$95.21)
  • • Capped call transactions cost $92.8M, covering ~6.5M shares with strike at $123.77 and cap at $190.42 (100% premium to stock price), limiting dilution up to that cap level
  • • Company callable from March 20, 2030 if stock trades ≥130% of conversion price for 20 of 30 days; holders can force repurchase at 100% of par upon fundamental change
  • • Net proceeds effectively ~$712M after capped call cost; likely used for balance sheet flexibility, debt refinancing, or M&A given Itron's infrastructure technology growth strategy

Item 2.03 · Creation of a Direct Financial Obligation

  • • Item 2.03 covers material financial obligations: new debt, credit facilities, or off-balance sheet arrangements that affect leverage and liquidity
  • • Filing text is truncated; no specific terms (amount, rate, maturity, counterparty) are visible to report

Item 8.01 · Other Events

  • • Itron launching a Notes Offering with pricing announced same day (Feb 23, 2026), signaling swift debt capital raise execution
  • • Details on offering size, interest rate, and maturity found in Exhibits 99.1 and 99.2 — key terms not disclosed in this item
  • • Debt issuance typically used for refinancing, acquisitions, or general corporate purposes — strategic rationale not yet specified

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