LIBERTY LAKE, Wash., Feb. 23, 2026 (GLOBE NEWSWIRE) -- Itron, Inc. (NASDAQ: ITRI) (the “Company”), w...








    



            







    
        
            February 23, 2026 21:59 ET
        

        
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                Itron, Inc.
            
                

        
    

    

    

    





        
LIBERTY LAKE, Wash., Feb.  23, 2026  (GLOBE NEWSWIRE) -- Itron, Inc. (NASDAQ: ITRI) (the “Company”), which is innovating new ways for utilities and cities to manage energy and water, today announced the pricing of its private offering of $700.0 million aggregate principal amount of its 0.00% convertible senior notes due 2032 (the “Notes”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The offering size was increased from the previously announced offering size of $600.0 million aggregate principal amount of Notes. The Company also granted the initial purchasers of the Notes an option to purchase, for settlement during a 13-day period beginning on, and including the first day the Notes are issued, an additional $105.0 million aggregate principal amount of Notes. The offering is expected to settle on February 26, 2026, subject to customary closing conditions.  The Notes will not bear regular interest, and the principal amount of the Notes will not accrete. The Notes will mature on March 15, 2032, unless earlier converted, redeemed or repurchased. The conversion rate will initially be 8.0793 shares of common stock per $1,000 principal amount of Notes, subject to adjustment in certain circumstances. This represents an initial conversion price of approximately $123.77 per share, representing a conversion premium of approximately 30.0% over the last reported sale price of $95.21 per share of the Company’s common stock on February 23, 2026. The Notes will be convertible at the option of the holders prior to December 15, 2031 only during certain periods upon the occurrence of certain events and will be convertible thereafter at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. 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.  In addition, the Notes will be redeemable, in whole or in part (subject to certain limitations), for cash at the Company’s option at any time, and from time to time, on or after March 20, 2030 and prior to December 15, 2031, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied. If the Company undergoes a “fundamental change” (as defined in the indenture governing the Notes), holders of the Notes may require the Company to repurchase for cash all or any portion of their Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid additional interest, if any, to, but excluding, the repurchase date. In addition, upon certain corporate events or upon redemption, the Company will, under certain circumstances, increase the conversion rate for holders who convert Notes in connection with such a corporate event or redemption.  In connection with the pricing of the Notes, the Company entered into privately negotiated capped call transactions with certain of the initial purchasers or their affiliates and other financial institutions (the “Capped Call Counterparties”). The capped call transactions are expected generally to reduce the potential dilution to the Company’s common stock upon any conversion of the Notes and/or offset the cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, in the event that the market price of the common stock is greater than the strike price of the capped call transactions, which initially corresponds to the initial conversion price of the relevant Notes. 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 the 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 and is subject to certain adjustments under the terms of the capped call transactions. If the initial purchasers exercise their option to purchase additional Notes, the Company may enter into additional capped call transactions with the Capped Call Counterparties.  The Company expects that, in connection with establishing their initial hedge of the capped call transactions, the Capped Call Counterparties or their respective affiliates may enter into various derivative transactions with respect to the common stock concurrently with, or shortly after, the pricing of the Notes, and may unwind these various derivative transactions and purchase shares of common stock in open market transactions shortly after the pricing of the Notes. These activities could increase (or reduce the size of any decrease in) the market price of the common stock or the Notes at that time. In addition, the Company expects that the Capped Call Counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding derivative transactions with respect to the common stock and/or by purchasing or selling shares of the common stock or other securities of the Company in secondary market transactions following the pricing of the Notes and prior to the maturity date of the Notes (and (i) are likely to do so during any observation period related to a conversion of Notes or following redemption of the Notes by the Company or following any repurchase of the Notes by the Company in connection with any fundamental change and (ii) are likely to do so following any repurchase of the Notes by the Company other than in connection with any such redemption or fundamental change if the Company elects to unwind a corresponding portion of the capped call transactions in connection with such repurchase). This activity could also cause or avoid an increase or a decrease in the market price of the common stock or the Notes, which could affect the ability of noteholders to convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of the Notes, could affect the amount and value of the consideration that noteholders will receive upon conversion of the Notes.  The Company estimates that the net proceeds from the offering of Notes will be approximately $681.1 million (or approximately $783.3 million if the initial purchasers exercise their option to purchase additional Notes in full), after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by the Company. The Company expects to use approximately $80.7 million of the net proceeds from the offering of Notes to pay the cost of the capped call transactions described above. The Company also intends to use approximately $100.0 million of the net proceeds from the offering to repurchase 1,050,309 shares of its common stock concurrently with the pricing of the offering of Notes in privately negotiated transactions effected through one of the initial purchasers of the Notes or its affiliate, as the Company’s agent, which could increase (or reduce the size of any decrease in) the market price of the common stock at that time. The Company intends to use the remainder of the proceeds for the repayment of the Company’s 0.00% Convertible Senior Notes due 2026, and for general corporate purposes. If the initial purchasers of the Notes exercise their option to purchase additional Notes, the Company may use a portion of the net proceeds from the sale of the additional Notes to enter into additional capped call transactions relating to the Notes. The Company intends to use the remainder of the additional net proceeds, if any, for general corporate purposes.  The Notes will be offered to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act. The Notes have not been, and will not be, registered under the Securities Act, or the securities laws of any state or other jurisdiction, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.  This press release does not constitute an offer to sell or a solicitation of an offer to buy the Notes and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration and qualification under the securities laws of such state or jurisdiction.  About Itron  Itron is a proven global leader in energy, water, smart city, IIoT and intelligent infrastructure services. For utilities, cities and society, we build innovative systems, create new efficiencies, connect communities, encourage conservation and increase resourcefulness. By safeguarding our invaluable natural resources today and tomorrow, we improve the quality of life for people around the world.  Itron® and the Itron Logo are registered trademarks of Itron, Inc. in the United States and other countries and regions. All third-party trademarks are property of their respective owners, and any usage herein does not suggest or imply any relationship between Itron and the third party unless expressly stated.  Cautionary Note Regarding Forward Looking Statements  This release contains, and our officers and representatives may from time to time make, "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical factors nor assurances of future performance. These statements are based on our expectations about, among others, revenues, operations, financial performance, earnings, liquidity, earnings per share, cash flows and restructuring activities including headcount reductions and other cost savings initiatives. This document reflects our current strategy, plans and expectations and is based on information currently available as of the date of this release. When we use words such as "expect", "intend", "anticipate", "believe", "plan", "goal", "seek", "project", "estimate", "future", "strategy", "objective", "may", "likely", "should", "will", "will continue", and similar expressions, including related to future periods, they are intended to identify forward-looking statements. Forward-looking statements rely on a number of assumptions and estimates. Although we believe the estimates and assumptions upon which these forward-looking statements are based are reasonable, any of these estimates or assumptions could prove to be inaccurate and the forward-looking statements based on these estimates and assumptions could be incorrect. Our operations involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination of which, could materially affect our results of operations and whether the forward-looking statements ultimately prove to be correct. Actual results and trends in the future may differ materially from those suggested or implied by the forward-looking statements depending on a variety of factors. Therefore, you should not rely on any of these forward-looking statements. Some of the factors that we believe could affect our results include our ability to execute on our restructuring plans, our ability to achieve estimated cost savings, the rate and timing of customer demand for our products, rescheduling of current customer orders, changes in estimated liabilities for product warranties, adverse impacts of litigation, changes in laws, regulations, tariffs, sanctions, trade policies and retaliatory responses, our dependence on new product development and intellectual property, future acquisitions, changes in estimates for stock-based and bonus compensation, increasing volatility in foreign exchange rates, international business risks, uncertainties caused by adverse economic conditions, including without limitation those resulting from extraordinary events or circumstances and other factors that are more fully described in Part I, Item 1A: Risk Factors included in our Annual Report on Form 10-K for the year ended Dec. 31, 2025 and other reports on file with the Securities and Exchange Commission. Itron undertakes no obligation to update or revise any information in this press release.  For additional information, contact:  Itron, Inc.  Paul VincentVice President, Investor Relations512-560-1172Investors@itron.com  
            

ITRI

Itron Prices Upsized $700.0 Million 0.00% Convertible Senior Notes Offering

Itron Prices $700 Million Convertible Note Offering to Support Share Buybacks

<section class="insight" data-version="1">
  <section data-block="information">
    <h3>Information</h3>
    <p>LIBERTY LAKE, Wash., Feb. 23, 2026 (GLOBE NEWSWIRE) -- Itron, Inc. (NASDAQ: ITRI) (the “Company”), w...</p>
  </section>

  <section data-block="ai-summary-paragraph">
    <h3>AI Summary</h3>
    <p>Itron, Inc. announced a successful $700 million convertible notes offering, aimed at repurchasing shares and refinacing existing debt. This offering, exceeding the initial target, may enhance shareholder value while reducing potential stock dilution through capped call transactions. The stock&#039;s performance may see upward pressure given the positive market reception and use of proceeds.</p>
  </section>

  <section data-block="ai-summary-bullets">
    <h3>Key Points</h3>
    <ul><li>Itron prices $700 million of convertible senior notes due 2032.</li><li>Initial offering size increased from $600 million, indicating strong demand.</li><li>Notes have a conversion price at a 30% premium to current stock price.</li><li>Proceeds will fund share buybacks and repay existing convertible notes.</li><li>Capped call transactions aim to minimize stock dilution from conversions.</li></ul>
  </section>

  <section data-block="companies-mentioned">
    <h3>Companies Mentioned</h3>
    <ul><li><strong>Tesla, Inc. (TSLA)</strong>: Tesla may be indirectly impacted if investor sentiment shifts toward sustainable tech.</li><li><strong>NextEra Energy, Inc. (NEE)</strong>: NextEra&#039;s utilities segment might see increased demand for Itron&#039;s solutions.</li></ul>
  </section>

  <section data-block="category">
    <h3>Corporate Developments</h3>
    <p>This category fits well under Corporate Developments as Itron is restructuring its capital through a convertible note offering and affecting share buybacks to enhance value. The strategic move indicates management’s focus on optimizing financial positioning and shareholder returns.</p>
  </section>

  <section data-block="market-moving">
    <h3>Market-Moving</h3>
    <ul><li>The increase in convertible note offering size suggests strong institutional interest.</li><li>Stock buyback of over $100 million could provide upward momentum for ITRI shares.</li><li>The premium on conversion price indicates market confidence in future growth.</li><li>Capped call transactions may mitigate stock dilution upon future conversions.</li></ul>
  </section>

  <section data-block="key-facts">
    <h3>Key Facts</h3>
    <ul><li>Itron raised $700 million in 0.00% convertible senior notes due 2032.</li><li>Conversion price is approximately $123.77 per share, a 30% premium.</li><li>Proceeds will fund $100 million in share repurchases.</li><li>Settlement for the notes is expected on February 26, 2026.</li><li>The capped call transactions are expected to reduce potential stock dilution.</li></ul>
  </section>

  <section data-block="trading-thesis">
    <h3>Trading Thesis</h3>
    <p>Consider buying ITRI shares as the convertible note offering may boost stock value short-term.</p>
  </section>
</section>


<article>
    <h2>Itron Announces $700 Million Offering of Convertible Senior Notes</h2>
    <p>LIBERTY LAKE, Wash., Feb. 23, 2026 (GLOBE NEWSWIRE) — Itron, Inc. (NASDAQ: ITRI) has revealed the pricing details of its private offering of $700 million in 0.00% convertible senior notes, set to mature in 2032. This announcement marks an increase from the previously proposed size of $600 million. The offering is directed towards qualified institutional buyers in compliance with Rule 144A under the Securities Act of 1933, as amended, and is scheduled to settle on February 26, 2026, pending customary closing conditions.</p>

    <section>
        <h3>Details of the Convertible Notes Offering</h3>
        <p>The $700 million offering of convertible senior notes will not accrue regular interest, and its principal amount does not increase over time. The notes will mature on March 15, 2032, unless they are converted, redeemed, or repurchased beforehand. The initial conversion rate is set at 8.0793 shares of common stock per $1,000 of notes, which infers a conversion price of approximately <strong>$123.77 per share</strong>. This price indicates a conversion premium of about <strong>30.0%</strong> over the last recorded share price of <strong>$95.21</strong> for Itron on the announcement date.</p>

        <ul>
            <li><strong>Initial conversion price:</strong> $123.77 per share</li>
            <li><strong>Conversion premium:</strong> 30.0%</li>
            <li><strong>Maturity date:</strong> March 15, 2032</li>
        </ul>
    </section>

    <section>
        <h3>Options and Repurchase Terms</h3>
        <p>Investors in the notes will have the option to convert them under specific conditions prior to December 15, 2031. After this date, conversion will be permitted at any time until two days before maturity. The company plans to repay the principal amount in cash, with any excess obligation covered by cash, shares of common stock, or a combination of both, depending on the situation.</p>
        <p>Additionally, these notes can be redeemed by Itron in whole or in part under certain conditions, particularly if the company's common stock price exceeds 130% of the conversion price for a specified period. In the event of a "fundamental change," holders can require Itron to repurchase any or all of the notes at 100% of their principal, plus any accrued interest.</p>
    </section>

    <section>
        <h3>Capped Call Transactions Explained</h3>
        <p>In conjunction with this offering, Itron has entered into capped call transactions with initial purchasers and other financial institutions. These capped call transactions are designed to minimize potential dilution of the company's common stock when the notes are converted. If the stock price exceeds the capped call's peak price, further dilution might occur.</p>
        <ul>
            <li><strong>Capped call price:</strong> Initially set at $190.42 per share</li>
            <li><strong>Adjustment:</strong> Subject to specific terms outlined in the transactions</li>
        </ul>
    </section>

    <section>
        <h3>Projected Proceeds and Stock Repurchase Plans</h3>
        <p>Itron estimates net proceeds from the notes offering to be roughly <strong>$681.1 million</strong>, potentially rising to <strong>$783.3 million</strong> if the initial purchasers opt to buy additional notes. Around <strong>$80.7 million</strong> is earmarked for covering capped call transaction costs. Furthermore, Itron plans to utilize about <strong>$100 million</strong> of the proceeds to repurchase approximately 1,050,309 shares of its common stock.</p>
    </section>

    <p>This convertible senior notes offering signifies Itron's strategic approach to capital management and reinforces its commitment to delivering innovative solutions for energy and water management. As investors assess the implications, the performance of Itron’s stock will remain closely watched in light of these developments.</p>
</article>

Itron, Inc. announced a successful $700 million convertible notes offering, aimed at repurchasing shares and refinacing existing debt. This offering, exceeding the initial target, may enhance shareholder value while reducing potential stock dilution through capped call transactions. The stock's performance may see upward pressure given the positive market reception and use of proceeds.

Itron Prices Upsized $700.0 Million 0.00% Convertible Senior Notes Offering

Information

AI Summary

Sentiment Rationale

Trading Thesis

Market-Moving

Key Facts

Companies Mentioned

Corporate Developments

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