{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-24-044894","form_type":"8-K","ticker":null,"cik":"0000350868","company_name":"ITERIS, INC.","filed_at":"2024-11-01T23:59:59+00:00","discovered_at":"2026-05-14T18:03:10.714079+00:00","generated_at":"2026-05-30T07:06:40.465215+00:00","sec_items":["2.01","3.01","3.03","5.01","5.02","5.03","7.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Iteris acquired by Almaviva for $7.20 per share; stock delisted from Nasdaq","bullets":["All outstanding shares converted into $7.20 cash per share, aggregate consideration ~$337M.","Iteris common stock ceased trading on Nasdaq; company will deregister with SEC.","More than 98% of voted shares (71% of outstanding) approved the merger.","Joe Bergera remains President and CEO; existing management team continues.","Iteris will operate as a separate legal entity under Almaviva, retaining its brand."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-24-044894","json":"https://secwatch.observer/filing/0001140361-24-044894.json","markdown":"https://secwatch.observer/filing/0001140361-24-044894.md","text":"https://secwatch.observer/filing/0001140361-24-044894.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/350868/000114036124044894/0001140361-24-044894-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/350868/000114036124044894/ef20038030_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-30T07:06:40.465215+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"0e3575ba39","claim":"Gerard M. Mooney departed as Director at ITERIS, INC..","evidence_excerpt":"In connection with the consummation of the Merger, each of J. Joseph Bergera, Gary Hall, Gerard M. Mooney, Laura L. Siegal, Thomas L. Thomas, Kimberly L. Valentine-Poska and Dennis W. Zank, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Christian De Felice, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/350868/000114036124044894/0001140361-24-044894-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be director"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"12eca104c7","claim":"Thomas L. Thomas departed as Director at ITERIS, INC..","evidence_excerpt":"In connection with the consummation of the Merger, each of J. Joseph Bergera, Gary Hall, Gerard M. Mooney, Laura L. Siegal, Thomas L. Thomas, Kimberly L. Valentine-Poska and Dennis W. Zank, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Christian De Felice, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/350868/000114036124044894/0001140361-24-044894-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be director"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"597dec7618","claim":"Gary Hall departed as Director at ITERIS, INC..","evidence_excerpt":"In connection with the consummation of the Merger, each of J. Joseph Bergera, Gary Hall, Gerard M. Mooney, Laura L. Siegal, Thomas L. Thomas, Kimberly L. Valentine-Poska and Dennis W. Zank, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Christian De Felice, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/350868/000114036124044894/0001140361-24-044894-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be director"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"6f8452c953","claim":"Kimberly L. Valentine-Poska departed as Director at ITERIS, INC..","evidence_excerpt":"In connection with the consummation of the Merger, each of J. Joseph Bergera, Gary Hall, Gerard M. Mooney, Laura L. Siegal, Thomas L. Thomas, Kimberly L. Valentine-Poska and Dennis W. Zank, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Christian De Felice, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/350868/000114036124044894/0001140361-24-044894-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be director"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"85f9495ba0","claim":"Laura L. Siegal departed as Director at ITERIS, INC..","evidence_excerpt":"In connection with the consummation of the Merger, each of J. Joseph Bergera, Gary Hall, Gerard M. Mooney, Laura L. Siegal, Thomas L. Thomas, Kimberly L. Valentine-Poska and Dennis W. Zank, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Christian De Felice, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/350868/000114036124044894/0001140361-24-044894-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be director"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"d9c7729cdd","claim":"Dennis W. Zank departed as Director at ITERIS, INC..","evidence_excerpt":"In connection with the consummation of the Merger, each of J. Joseph Bergera, Gary Hall, Gerard M. Mooney, Laura L. Siegal, Thomas L. Thomas, Kimberly L. Valentine-Poska and Dennis W. Zank, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Christian De Felice, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/350868/000114036124044894/0001140361-24-044894-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be director"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"ef7a2cea3f","claim":"J. Joseph Bergera departed as Director at ITERIS, INC..","evidence_excerpt":"In connection with the consummation of the Merger, each of J. Joseph Bergera, Gary Hall, Gerard M. Mooney, Laura L. Siegal, Thomas L. Thomas, Kimberly L. Valentine-Poska and Dennis W. Zank, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Christian De Felice, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/350868/000114036124044894/0001140361-24-044894-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be director"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"f4084091a7","claim":"Christian De Felice was appointed as Director at ITERIS, INC..","evidence_excerpt":"In connection with the consummation of the Merger, each of J. Joseph Bergera, Gary Hall, Gerard M. Mooney, Laura L. Siegal, Thomas L. Thomas, Kimberly L. Valentine-Poska and Dennis W. Zank, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Christian De Felice, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/350868/000114036124044894/0001140361-24-044894-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"became"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"54e227e8c52e241bc51a0e57a8d26f0bcb385124","claim":"ITERIS, INC.: Amended and restated Certificate of Incorporation.","evidence_excerpt":"At the Effective Time, the Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be in the form attached hereto as Exhibit 3.1 (the “Certificate of Incorporation”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/350868/000114036124044894/0001140361-24-044894-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"d35b84f2cb7e415676e6e51d7c34bce2cec53d2f","claim":"ITERIS, INC.: Amended and restated Bylaws.","evidence_excerpt":"At the Effective Time, the Bylaws of the Company that were in effect immediately before the Effective Time were amended and restated to be in the form attached hereto as Exhibit 3.2 (the “Bylaws”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/350868/000114036124044894/0001140361-24-044894-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"0487432504510fd9d18c2dc3d4c7a34820a3ee92","claim":"ITERIS, INC. underwent a change of control involving Almaviva S.p.A. for $7.20 in cash (closed 2024-11-01).","evidence_excerpt":"and have complied in all respects with, Section 262 of the Delaware General Corporations Law, as amended) were automatically canceled and converted into the right to receive $7.20 in cash, without interest and less applicable withholding taxes (the “Merger Consideration”). As a result of the Merger, at the Effective Time, each option to purchase shares of","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/350868/000114036124044894/0001140361-24-044894-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Almaviva S.p.A."},{"label":"Consideration","value":"$7.20 in cash"},{"label":"Closing","value":"2024-11-01"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}