--- 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" generated_at: "2026-05-30T07:06:40.465215+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Iteris acquired by Almaviva for $7.20 per share; stock delisted from Nasdaq ## Summary - 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. ## SEC filing metadata - accession: 0001140361-24-044894 - form_type: 8-K - cik: 0000350868 - company_name: ITERIS, INC. - filed_at: 2024-11-01T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-24-044894 - JSON: https://secwatch.observer/filing/0001140361-24-044894.json - Plain text: https://secwatch.observer/filing/0001140361-24-044894.txt ## Key facts - Executive change Gerard M. Mooney departed as Director at ITERIS, INC.. - Action: ceased to be director - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/350868/000114036124044894/0001140361-24-044894-index.htm - Executive change Thomas L. Thomas departed as Director at ITERIS, INC.. - Action: ceased to be director - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/350868/000114036124044894/0001140361-24-044894-index.htm - Executive change Gary Hall departed as Director at ITERIS, INC.. - Action: ceased to be director - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/350868/000114036124044894/0001140361-24-044894-index.htm - Executive change Kimberly L. Valentine-Poska departed as Director at ITERIS, INC.. - Action: ceased to be director - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/350868/000114036124044894/0001140361-24-044894-index.htm - Executive change Laura L. Siegal departed as Director at ITERIS, INC.. - Action: ceased to be director - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/350868/000114036124044894/0001140361-24-044894-index.htm - Executive change Dennis W. Zank departed as Director at ITERIS, INC.. - Action: ceased to be director - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/350868/000114036124044894/0001140361-24-044894-index.htm - Executive change J. Joseph Bergera departed as Director at ITERIS, INC.. - Action: ceased to be director - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/350868/000114036124044894/0001140361-24-044894-index.htm - Executive change Christian De Felice was appointed as Director at ITERIS, INC.. - Action: became - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/350868/000114036124044894/0001140361-24-044894-index.htm - Governance Changes ITERIS, INC.: Amended and restated Certificate of Incorporation. - Change: charter amendment source text: 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_url: https://www.sec.gov/Archives/edgar/data/350868/000114036124044894/0001140361-24-044894-index.htm - Governance Changes ITERIS, INC.: Amended and restated Bylaws. - Change: bylaw amendment source text: 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_url: https://www.sec.gov/Archives/edgar/data/350868/000114036124044894/0001140361-24-044894-index.htm - M&A Transactions ITERIS, INC. underwent a change of control involving Almaviva S.p.A. for $7.20 in cash (closed 2024-11-01). - Action: change of control - Counterparty: Almaviva S.p.A. - Consideration: $7.20 in cash - Closing: 2024-11-01 source text: 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_url: https://www.sec.gov/Archives/edgar/data/350868/000114036124044894/0001140361-24-044894-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.