ITRON, INC. (ITRI): debt financing — Itron prices $700M zero-coupon convertible notes due 2032, upsized; concurrent $100M share repurchase

ITRON, INC.

$700M principal 0.00% convertible senior notes due 2032; initial conversion price $123.77/share (30% premium to $95.21).
Initial purchasers' option for additional $105M exercised in full; net proceeds ~$681.1M (or $783.3M with option).
Entered capped call transactions costing ~$92.8M to reduce potential dilution; cap price $190.42/share.
Concurrently repurchasing 1,050,309 shares (~$100M) in privately negotiated transactions.
Proceeds to repay existing 0.00% convert notes due 2026 and for general corporate purposes.

item 1.01 item 2.03 item 3.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.95

ITRON, INC. incurred convertible notes of $700.0 million principal amount with J.P. Morgan Securities LLC at 0.00% maturing March 15, 2032.

Instrument: convertible notes
Principal: $700.0 million principal amount
Counterparty: J.P. Morgan Securities LLC
Rate: 0.00%
Maturity: March 15, 2032
Event: incurrence

Exact text from the filing

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”)

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

ITRON, INC. entered into Indenture with U.S. Bank Trust Company, National Association, as trustee (effective 2026-02-26).

Action: entry
Agreement: notes offering
Counterparty: U.S. Bank Trust Company, National Association, as trustee
Effective: 2026-02-26

Exact text from the filing

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”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

ITRON, INC. entered into Purchase Agreement with J.P. Morgan Securities LLC, as representative of the several initial purchasers valued at $700.0 million principal amount of its 0.00% Convertible Senior Notes due 2032 (effective 2026-02-23).

Action: entry
Agreement: notes offering
Counterparty: J.P. Morgan Securities LLC, as representative of the several initial purchasers
Value: $700.0 million principal amount of its 0.00% Convertible Senior Notes due 2032
Effective: 2026-02-23

Exact text from the filing

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”)

View on SEC.gov

10 debt financings filed in the last 30 days. Browse all debt financings →

ITRON, INC. filing history →

Source: SEC EDGAR

accession 0001193125-26-076749

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