UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Purchase Agreement
On February 23, 2026, Itron, Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC, as representative of the several initial purchasers named therein (collectively, the “Initial Purchasers”), to issue and sell $700.0 million principal amount of its 0.00% Convertible Senior Notes due 2032 (the “Firm Notes”), in a private placement for resale to qualified institutional buyers (together with the offering of the Additional Notes (as defined below), the “Notes Offering”) pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Firm Notes were issued and sold to the Initial Purchasers pursuant to an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act. In addition, the Company granted the Initial Purchasers a 13-day option (the “Shoe Option”) to purchase up to an additional $105.0 million aggregate principal amount of 0.00% Convertible Senior Notes due 2032 (the “Additional Notes” and, together with the Firm Notes, the “Notes”), which option was exercised in full by the Initial Purchasers on February 24, 2026.
Indenture and Notes
On February 26, 2026, the Company entered into an indenture with U.S. Bank Trust Company, National Association, as trustee, relating to the issuance by the Company of the Notes (the “Indenture”). The Notes will not bear regular interest, and the principal amount of the notes will not accrete. However, additional interest may accrue on the Notes at a rate per annum not exceeding 0.50% upon the occurrence of certain events relating to the failure to file certain SEC reports or to remove certain restrictive legends from the Notes. The Notes will mature on March 15, 2032, unless earlier repurchased, redeemed, or converted in accordance with their terms.
The initial conversion rate of the Notes is 8.0793 shares of the Company’s common stock, without par value, per $1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately $123.77 per share). The conversion rate of the Notes is subject to adjustment upon the occurrence of certain specified events. In addition, upon the occurrence of a make-whole fundamental change (as defined in the Indenture) or upon delivery of a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder that elects to convert its Notes in connection with such make-whole fundamental change or notice of redemption, as the case may be.
Prior to the close of business on the business day immediately preceding December 15, 2031, the Notes are convertible at the option of the holders only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2026 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business-day period after any five consecutive trading-day period (the “measurement period”) in which the trading price per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the common stock and the conversion rate on each such trading day; (3) upon the occurrence of specified corporate events; or (4) upon a Company redemption. On or after December 15, 2031, until the close of business on the second scheduled trading day immediately preceding March 15, 2032, holders of the Notes may convert all or a portion of their Notes, at any time. Upon conversion, the Company will pay cash up to the aggregate principal amount of Notes to be converted and pay and/or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at its election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the Notes being converted.
No sinking fund is provided for the Notes. On or after March 20, 2030 and prior to December 15, 2031, the Company may redeem for cash all or part (subject to certain limitations described below) of the Notes, at its option, if the last reported sales price of common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related notice of the redemption. However, the Company may not redeem less than all of the outstanding Notes unless at least $100.0 million aggregate principal amount of Notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice. The redemption price of each Note to be redeemed will be the principal amount of such Note, plus accrued and unpaid additional interest, if any. Upon the occurrence of a fundamental change (as defined in the Indenture), subject to a limited exception described in the Indenture, holders may require the Company to repurchase all or a portion of their Notes for cash at a price equal to 100% of the principal amount of the Notes plus accrued and unpaid additional interest to, but not including, the fundamental change repurchase date (as defined in the Indenture).
The Notes will be the Company’s senior unsecured obligations and will rank equally in right of payment with all of the Company’s existing and future unsubordinated debt, and senior in right of payment to any future debt that is expressly subordinated in right of payment to the Notes. The Notes will be effectively subordinated to any of the Company’s existing and future secured debt to the extent of the assets securing such indebtedness. The Notes will be structurally subordinated to all existing debt and any future debt and any other liabilities of our subsidiaries.
The description of the Indenture and the Notes above is qualified in its entirety by reference to the text of the Indenture and the Form of Note, copies of which are filed as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference.
Capped Call Transactions
In connection with the pricing of the Notes on February 23, 2026 and Shoe Option exercise on February 24, 2026 the Company entered into privately negotiated capped call transactions with respect to its common stock (the “Capped Call Transactions”) with each of BNP Paribas, Citibank, N.A., Deutsche Bank AG, London Branch, HSBC Bank USA, National Association and Wells Fargo Bank, National Association (collectively, the “Counterparties”). The Company paid an aggregate amount of approximately $92.8 million to the Counterparties for the Capped Call Transactions. The Capped Call Transactions cover, subject to anti-dilution adjustments substantially similar to those in the Notes, approximately 6.5 million shares of the Company’s common stock, the same number of shares initially underlying the Notes, at a strike price of approximately $123.77, subject to customary adjustments. The Capped Call Transactions will expire upon the maturity of the Notes, subject to earlier exercise or termination.
The Capped Call Transactions are expected generally to reduce the potential dilution upon conversion of the Notes and/or offset any cash payments we are required to make in excess of the principal amount of the converted Notes, as the case may be, in the event that the market price per share of our common stock, as measured under the terms of the Capped Call Transactions, is greater than the strike price of those Capped Call Transactions. If, however, the market price per share of the Company’s common stock, as measured under the terms of the Capped Call Transactions, exceeds the cap price of Capped Call Transactions, there would nevertheless be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market price exceeds the cap price of the Capped Call Transactions. The cap price of the Capped Call Transactions will initially be $190.42 per share, which represents a premium of 100% over the last reported stock price per share of the Company’s common stock on February 23, 2026, and is subject to certain adjustments under the terms of the Capped Call Transactions.
The Capped Call Transactions are separate transactions, entered into by the Company with the Counterparties, and are not part of the terms of the Notes. Holders of the Notes will not have any rights with respect to the Capped Call Transactions. The foregoing description of the Capped Call Transactions is qualified in its entirety by the form of confirmation for the Capped Call Transactions attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02.
| Item 8.01. | Other Events. |
Press Releases
On February 23, 2026, the Company announced the commencement of the Notes Offering. A copy of the press release announcing the commencement of the Notes Offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On February 23, 2026, the Company announced the pricing of the Notes. A copy of the press release announcing the pricing of the notes is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| No. |
Description | |
| 4.1 | Indenture, dated as of February 26, 2026, by and between Itron, Inc. and U.S. Bank Trust Company, National Association, as trustee | |
| 4.2 | Form of 0.00% Convertible Senior Note due 2032 (included in Exhibit 4.1) | |
| 10.1 | Form of Capped Call Confirmation | |
| 99.1 | Press Release dated February 23, 2026 announcing the offering of the Notes | |
| 99.2 | Press Release dated February 23, 2026 announcing the pricing of the Notes | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Itron, Inc. | ||||||
| Date: February 26, 2026 | By: | /s/ Joan S. Hooper | ||||
| Joan S. Hooper | ||||||
| Senior Vice President and Chief Financial Officer | ||||||