---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-26-076749"
form_type: "8-K"
ticker: "ITRI"
cik: "0000780571"
company_name: "ITRON, INC."
filed_at: "2026-02-26T23:59:59+00:00"
generated_at: "2026-05-15T23:57:23.399764+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Itron prices $700M zero-coupon convertible notes due 2032, upsized; concurrent $100M share repurchase

## Summary
- $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.

## SEC filing metadata
- accession: 0001193125-26-076749
- form_type: 8-K
- ticker: ITRI
- cik: 0000780571
- company_name: ITRON, INC.
- filed_at: 2026-02-26T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/780571/000119312526076749/0001193125-26-076749-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/780571/000119312526076749/d925789d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-076749
- JSON: https://secwatch.observer/filing/0001193125-26-076749.json
- Plain text: https://secwatch.observer/filing/0001193125-26-076749.txt

## Source-grounded claims
- claim_id: 91c35cfaa0cc21986785826e8f9aea405081b46a
  claim: ITRON, INC. incurred convertible notes of $700.0 million principal amount with J.P. Morgan Securities LLC at 0.00% maturing March 15, 2032.
  evidence_excerpt: 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”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/780571/000119312526076749/0001193125-26-076749-index.htm
- claim_id: 9401488f77ea39b0fc988a60d4e6d7e789d71d54
  claim: ITRON, INC. entered into Indenture with U.S. Bank Trust Company, National Association, as trustee (effective 2026-02-26).
  evidence_excerpt: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/780571/000119312526076749/0001193125-26-076749-index.htm
- claim_id: c2f253e27b37a7284e3a90e902ae26844791e028
  claim: 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).
  evidence_excerpt: 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”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/780571/000119312526076749/0001193125-26-076749-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.