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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Itron, Inc.
SEC Filings (Chronological Order)
本頁面提供了一個完整的、按時間順序排列的美國證券交易委員會（SEC）申報文件列表，不包括我們在其他地方提供的所有權申報。
| May 11, 2026 |
Exhibit 1.01 Conflict Minerals Report of Itron, Inc. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report of Itron, Inc. (Itron, we, us, our) for calendar year 2025 in accordance with Rule 13p-1 (Rule 13p-1) under the Securities Exchange Act of 1934 (the 1934 Act). Please refer to Rule 13p-1, Form SD and the 1934 Act Release No. 34-67716 for |
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| May 11, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ITRON, INC. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or other jurisdiction of incorporation) Commission file number I.R.S. Employer Identification No. 2111 N Molter Road, Liberty Lake, Washington 99019 (Address of principal executive off |
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| May 8, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 6, 2026 Date of Report (Date of earliest event reported) Itron, Inc. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| May 1, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 13, 2026 Date of Report (Date of earliest event reported) ITRON, INC. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or other jurisdiction of incorporation) (Commission File Numb |
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| April 28, 2026 |
Itron Announces First Quarter 2026 Financial Results EXHIBIT 99.1 Itron Announces First Quarter 2026 Financial Results LIBERTY LAKE, Wash., April 28, 2026 (GLOBE NEWSWIRE) - Itron, Inc. (NASDAQ: ITRI), which is innovating new ways for utilities and cities to manage energy and water, announced today financial results for its first quarter ended March 31, 2026. Key results for the quarter include (compared with the first quarter of 2025): Revenue of $ |
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| April 28, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 Itron, Inc. (Exact na |
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| April 28, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2026 Itron, Inc. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| April 24, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 13, 2026 Date of Report (Date of earliest event reported) ITRON, INC. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or other jurisdiction of incorporation) (Commission File Number |
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| March 23, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Comm |
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| March 23, 2026 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, f |
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| March 23, 2026 |
2025 | ANNUAL REPORT Intelligent Infrastructure for Modern Energy and Water ManagementTO OUR SHAREHOLDERS, Modern civilization depends on energy and water systems that must never fail. |
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| February 26, 2026 |
EX-4.1 Exhibit 4.1 ITRON, INC. as Issuer AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of February 26, 2026 0.00% Convertible Senior Notes due 2032 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS Section 1.01 Definitions 5 Section 1.02 References to Interest 18 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01 Designation and Am |
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| February 26, 2026 |
Itron Prices Upsized $700.0 Million 0.00% Convertible Senior Notes Offering EX-99.2 Exhibit 99.2 Itron Prices Upsized $700.0 Million 0.00% Convertible Senior Notes Offering LIBERTY LAKE, Wash.—Feb. 23, 2026—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 |
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| February 26, 2026 |
[Signature Page to [Base][Additional] Call Option Transaction] EX-10.1 Exhibit 10.1 Bid Version [Dealer Name] [Dealer Address] [], 2026 To: Itron, Inc. 2111 N Molter Road Liberty Lake, Washington 99019 Attention: [ ] Telephone No.: [ ] Re: [Base][Additional] Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer Name] (“Dealer”) and I |
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| February 26, 2026 |
Itron Announces $600.0 Million Convertible Senior Notes EX-99.1 Exhibit 99.1 Itron Announces $600.0 Million Convertible Senior Notes LIBERTY LAKE, Wash.—Feb. 23, 2026—Itron, Inc. (NASDAQ: ITRI) (the “Company”), which is innovating new ways for utilities and cities to manage energy and water, today announced that it intends to commence a private offering, subject to market and other conditions, of $600.0 million aggregate principal amount of convertible |
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| February 26, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2026 Itron, Inc. (Exact name of Registrant as Specified in Its Charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| February 17, 2026 |
Itron Announces Fourth Quarter and Full Year 2025 Financial Results EXHIBIT 99.1 Itron Announces Fourth Quarter and Full Year 2025 Financial Results LIBERTY LAKE, Wash., Feb. 17, 2026 (GLOBE NEWSWIRE) - Itron, Inc. (NASDAQ:ITRI), which is innovating new ways for utilities and cities to manage energy and water, announced today financial results for its fourth quarter and full year ended Dec 31, 2025. Key results for the quarter and full year include (compared with |
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| February 17, 2026 |
ITRON, INC. THIRD AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD NOTICE Exhibit 10.19 ITRON, INC. THIRD AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD NOTICE Itron, Inc. (the “Company”) hereby grants to Participant a restricted stock unit award (the “Award”). The Award is subject to all the terms and conditions set forth in this Restricted Stock Unit Award Notice (the “Award Notice”), the Restricted Stock Unit Award Agreement, including App |
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| February 17, 2026 |
Exhibit 2.1 Execution Version Share Purchase Agreement By and Among Itron Resource Solutions Israel Ltd, Itron, Inc., LocusView Ltd., The Shareholders of LocusView Ltd. Set Forth on Schedule A Hereto and The Holders’ Agent November 14, 2025 TABLE OF CONTENTS Page ARTICLE I THE SHARE PURCHASE 15 1.1 Certain Definitions. 15 1.2 The Share Purchase 26 1.3 Closing 26 1.4 Closing Deliveries. 27 1.5 Cons |
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| February 17, 2026 |
Exhibit 19.1 Insider Trading Policy Title Insider Trading Policy Classification Internal Department Owner Legal Department Policy Last Approved by: Owner: Chris Ware; General Counsel, Legal Department Date: 1/23/2026 History Version Modifications Date 1.0 Initial Policy Release 12/7/2017 1.1 Revisions 8/8/2019 1.2 Revisions 9/16/2020 1.3 Revisions 3/10/2021 1.4 Updated template 9/3/2022 1.5 Revisi |
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| February 17, 2026 |
Executive Officer Severance Pay Policy (US Executives Only) (Effective December 10, 2025) Exhibit 10.11 Executive Officer Severance Pay Policy (US Executives Only) (Effective December 10, 2025) The Company recognizes that it is usually difficult for executive officers whose employment is terminated involuntarily to obtain a position comparable to the one he or she has with the Company. In view of this, any executive officer who is terminated involuntarily, except if terminated for disc |
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| February 17, 2026 |
SECOND AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT FOR EXECUTIVE OFFICERS Exhibit 10.1 SECOND AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT FOR EXECUTIVE OFFICERS THIS SECOND AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT FOR EXECUTIVE OFFICERS (“Agreement”), dated , 2022 is made by and between Itron, Inc. (the “Company”), and (the “Executive”). WHEREAS, the Company and Executive are parties to an Amended and Restated Change in Control Severance |
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| February 17, 2026 |
Exhibit 10.18 ITRON, INC. THIRD AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN LONG TERM PERFORMANCE RESTRICTED STOCK UNIT AWARD NOTICE FOR U.S. PARTICIPANTS Itron, Inc. (the “Company”) hereby grants to Participant a performance restricted stock unit award (the “Award”). The Award is subject to all the terms and conditions set forth in this Long Term Performance Restricted Stock Unit Award Notice |
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| February 17, 2026 |
Exhibit 21.1 CONSOLIDATED SUBSIDIARIES OF THE REGISTRANT AT DECEMBER 31, 2025 Itron, Inc. Domestic Subsidiaries State of Incorporation Itron Global Holdings LLC Delaware Itron International, LLC Delaware Itron Networked Solutions, Inc. Delaware Royal Cautivo Insurance, Inc. Utah Itron Resiliency Solutions, Inc. Delaware OPVANTEK, INC. Pennsylvania iRESTORE, LLC Delaware WRM SOFTWARE, INC. Delaware |
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| February 17, 2026 |
Exhibit 10.17 ITRON, INC. SECOND AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN LONG TERM PERFORMANCE RESTRICTED STOCK UNIT AWARD NOTICE FOR U.S. PARTICIPANTS Itron, Inc. (the “Company”) hereby grants to Participant a performance restricted stock unit award (the “Award”). The Award is subject to all the terms and conditions set forth in this Long Term Performance Restricted Stock Unit Award Notice |
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| February 17, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2026 Itron, Inc. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| February 17, 2026 |
Exhibit 10.16 Overview The Itron Incentive Plan (“IIP,” or “Plan”) provides a cash payout (the “IIP Award”) to eligible participants based on attainment of company financial metrics and quantitative strategic goals (“Performance Metrics”), and an assessment of individual performance. The period of January 1st through December 31st is the (“Performance Period”) to measure results. The Performance M |
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| February 17, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 Itron, Inc. (Exact name of |
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| November 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2025 Itron, Inc. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| November 17, 2025 |
Itron Signs Definitive Agreement to Acquire Locusview, Ltd. EXHIBIT 99.1 Itron Signs Definitive Agreement to Acquire Locusview, Ltd. LIBERTY LAKE, Wash., Nov. 17, 2025 (GLOBE NEWSWIRE) - Itron, Inc. (NASDAQ: ITRI), which is innovating new ways for utilities and cities to manage energy and water, announced today the signing of a definitive agreement to acquire Locusview, Ltd. and subsidiaries (“Locusview”), a privately held utility-focused software and serv |
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| November 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 7, 2025 Date of Report (Date of earliest event reported) ITRON, INC. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or other jurisdiction of incorporation) (Commission File Numb |
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| October 30, 2025 |
Itron Announces Third Quarter 2025 Financial Results EXHIBIT 99.1 Itron Announces Third Quarter 2025 Financial Results LIBERTY LAKE, Wash., Oct. 30, 2025 (GLOBE NEWSWIRE) - Itron, Inc. (NASDAQ: ITRI), which is innovating the way utilities and cities manage energy and water, announced today financial results for its third quarter ended September 30, 2025. Key results for the quarter include (compared with the third quarter of 2024): Revenue of $582 m |
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| October 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2025 Itron, Inc. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| October 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 Itron, Inc. (Exac |
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| October 6, 2025 |
Itron Signs Definitive Agreement to Acquire Urbint, Inc EXHIBIT 99.1 Itron Signs Definitive Agreement to Acquire Urbint, Inc LIBERTY LAKE, Wash., Oct. 06, 2025 (GLOBE NEWSWIRE) - Itron, Inc. (NASDAQ: ITRI), which is innovating new ways for utilities and cities to manage energy and water, announced today the signing of a definitive agreement to acquire Urbint, Inc. (“Urbint”), a privately held software company based in Miami, Florida. The purchase price |
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| October 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2025 Itron, Inc. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| September 29, 2025 |
Exhibit 4.1 AMENDMENT AND RESTATEMENT AGREEMENT dated as of September 25, 2025 (this “Agreement”), to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 5, 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit A |
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| September 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 25, 2025 Date of Report (Date of earliest event reported) ITRON, INC. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or other jurisdiction of incorporation) (Commission File Nu |
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| September 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 20, 2025 Date of Report (Date of earliest event reported) ITRON, INC. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or other jurisdiction of incorporation) (C |
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| August 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2025 Itron, Inc. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| August 21, 2025 |
Itron Names Scott Drury, Former Utility CEO, to Board EXHIBIT 99.1 Itron Names Scott Drury, Former Utility CEO, to Board LIBERTY LAKE, Wash., Aug. 21, 2025 (GLOBE NEWSWIRE) - Itron, Inc. (NASDAQ: ITRI), which is innovating new ways for utilities and cities to manage energy and water, announced the appointment of Scott Drury, former chief executive officer of Southern California Gas Company, to its board of directors, effective immediately. With more |
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| August 14, 2025 |
EXHIBIT 99.1 Itron Appoints Sheri Savage to Board of Directors Executive Brings More Than 30 Years of Experience in Finance LIBERTY LAKE, Wash., Aug. 14, 2025 (GLOBE NEWSWIRE) - Itron, Inc. (NASDAQ: ITRI), which is innovating new ways for utilities and cities to manage energy and water, announced the appointment of Sheri Savage, senior vice president of finance and CFO at Ultra Clean Holdings (UCT |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2025 Itron, Inc. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| July 31, 2025 |
Itron Announces Second Quarter 2025 Financial Results EXHIBIT 99.1 Itron Announces Second Quarter 2025 Financial Results LIBERTY LAKE, Wash., July 31, 2025 (GLOBE NEWSWIRE) - Itron, Inc. (NASDAQ: ITRI), which is innovating the way utilities and cities manage energy and water, announced today financial results for its second quarter ended June 30, 2025. Key results for the quarter include (compared with the second quarter of 2024): Revenue of $607 mil |
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| July 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 Itron, Inc. (Exact nam |
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| July 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2025 Itron, Inc. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| May 12, 2025 |
Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form. Exhibit 1.01 Conflict Minerals Report of Itron, Inc. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report of Itron, Inc. (Itron, we, us, our) for calendar year 2024 in accordance with Rule 13p-1 (Rule 13p-1) under the Securities Exchange Act of 1934 (the 1934 Act). Please refer to Rule 13p-1, Form SD and the 1934 Act Release No. 34-67716 for |
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| May 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ITRON, INC. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or other jurisdiction of incorporation) Commission file number I.R.S. Employer Identification No. 2111 N Molter Road, Liberty Lake, Washington 99019 (Address of principal executive off |
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| May 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 8, 2025 Date of Report (Date of earliest event reported) Itron, Inc. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| May 9, 2025 |
of Itron, Inc., as amended effective Exhibit 3.1 CERTIFICATE ACCOMPANYING AMENDED AND RESTATED ARTICLES OF INCORPORATION OF ITRON, INC. Pursuant to RCW 23B.10.070, the undersigned hereby certifies on behalf of Itron, Inc., a Washington corporation (the "Corporation"), as follows: 1. The name of the Corporation is Itron, Inc. 2. The Articles of Incorporation of the Corporation, as amended, are amended and restated in their entirety to |
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| May 1, 2025 |
Itron Announces First Quarter 2025 Financial Results EXHIBIT 99.1 Itron Announces First Quarter 2025 Financial Results LIBERTY LAKE, Wash., May 01, 2025 (GLOBE NEWSWIRE) - Itron, Inc. (NASDAQ: ITRI), which is innovating the way utilities and cities manage energy and water, announced today financial results for its first quarter ended March 31, 2025. Key results for the quarter include (compared with the first quarter of 2024): Revenue of $607 millio |
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| May 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 Itron, Inc. (Exact na |
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| May 1, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2025 Itron, Inc. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| March 24, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, f |
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| March 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a- |
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| March 24, 2025 |
We Create A More Resourceful World TO OUR SHAREHOLDERS, For nearly 50 years, Itron’s innovations have helped utilities solve complex challenges and better manage energy and water resources. |
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| March 14, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, fo |
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| February 25, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2025 Itron, Inc. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| February 25, 2025 |
024 Itron Incentive Plan (filed with this report) Exhibit 10.18 Overview The Itron Incentive Plan (“IIP”, or “Plan”) provides a cash payout (the “IIP Award”) to eligible participants based on attainment of financial metrics, quantitative strategic goals (“Performance Metrics”), and an assessment of individual performance. The period of January 1st through December 31st (“Performance Period”) is used to measure results. The Performance Metrics are |
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| February 25, 2025 |
Itron Announces Fourth Quarter and Full Year 2024 Financial Results EXHIBIT 99.1 Itron Announces Fourth Quarter and Full Year 2024 Financial Results LIBERTY LAKE, Wash., Feb. 25, 2025 (GLOBE NEWSWIRE) - Itron, Inc. (NASDAQ:ITRI), which is innovating new ways for utilities and cities to manage energy and water, announced today financial results for its fourth quarter and full year ended Dec. 31, 2024. Key results for the quarter and full year include (compared with |
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| February 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 Itron, Inc. (Exact name of |
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| February 25, 2025 |
Subsidiaries of Itron, Inc. (filed with this report) Exhibit 21.1 CONSOLIDATED SUBSIDIARIES OF THE REGISTRANT AT DECEMBER 31, 2024 Itron, Inc. Domestic Subsidiaries State of Incorporation Itron Global Holdings LLC Delaware Itron International, LLC Delaware Itron Networked Solutions, Inc. Delaware SSN Holdings, LLC Delaware Royal Cautivo Insurance, Inc. Utah Itron, Inc. International Subsidiaries Jurisdiction of Incorporation or Organization Itron Au |
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| February 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 19, 2025 Date of Report (Date of earliest event reported) ITRON, INC. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or other jurisdiction of incorporation) (Commission File Num |
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| November 8, 2024 |
ITRI / Itron, Inc. / BlackRock, Inc. Passive Investment SC 13G/A 1 us4657411066110824.txt us4657411066110824.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 25) ITRON INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 465741106 - (CUSIP Number) September 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des |
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| November 8, 2024 |
ITRI / Itron, Inc. / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Itron Inc (Name of Issuer) Common Stock (Title of Class of Securities) 465741106 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th |
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| November 8, 2024 |
EX-99 2 Rule13DJointFilingAgreement.htm JOINT FILING AGREEMENT JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) (l) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of the attached Schedule 13G, and any and all amendments thereto, and expressly authorize Invesco Ltd., as the ultimate parent company of each of its undersigned subsidiarie |
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| October 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 Itron, Inc. (Exac |
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| October 31, 2024 |
Itron Announces Third Quarter 2024 Financial Results EXHIBIT 99.1 Itron Announces Third Quarter 2024 Financial Results LIBERTY LAKE, Wash., Oct. 31, 2024 (GLOBE NEWSWIRE) - Itron, Inc. (NASDAQ: ITRI), which is innovating the way utilities and cities manage energy and water, announced today financial results for its third quarter ended September 30, 2024. Key results for the quarter include (compared with the third quarter of 2023): Revenue of $615 m |
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| October 31, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2024 Itron, Inc. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| October 18, 2024 |
ITRI / Itron, Inc. / BlackRock, Inc. Passive Investment SC 13G/A 1 us4657411066101824.txt us4657411066101824.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 25) ITRON INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 465741106 - (CUSIP Number) September 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des |
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| September 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 19, 2024 Date of Report (Date of earliest event reported) ITRON, INC. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or other jurisdiction of incorporation) (Commission File Nu |
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| August 1, 2024 |
Itron Announces Second Quarter 2024 Financial Results EXHIBIT 99.1 Itron Announces Second Quarter 2024 Financial Results LIBERTY LAKE, Wash., Aug. 01, 2024 (GLOBE NEWSWIRE) - Itron, Inc. (NASDAQ: ITRI), which is innovating the way utilities and cities manage energy and water, announced today financial results for its second quarter ended June 30, 2024. Key results for the quarter include (compared with the second quarter of 2023): Revenue of $609 mil |
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| August 1, 2024 |
Amendment to the Executive Deferred Compensation Plan. Exhibit 10.5 THIRD AMENDMENT TO THE ITRON, INC. EXECUTIVE DEFERRED COMPENSATION PLAN As Amended and Restated Effective January 1, 2012 WHEREAS, Itron, Inc. (the “Company”) has adopted, and currently maintains, the Itron, Inc. Executive Deferred Compensation Plan (the “Plan”), pursuant to which a select group of management and highly compensated employees may defer compensation and equity compensat |
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| August 1, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2024 Itron, Inc. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| August 1, 2024 |
Form of Amendment to Warrant Confirmation (Filed Exhibit 10.2 WARRANT AMENDMENT AGREEMENT This Amendment (this “Agreement”) is made as of June [●], 2024 by and between Itron, Inc., a Washington corporation (“Company”), and [Dealer Name] (“Dealer”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings given to such terms in the Existing Warrant Confirmation. WHEREAS, Company issued $460,000,000 principal amou |
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| August 1, 2024 |
Amended and Restated 2010 Stock Incentive Plan. (Filed with this report) Exhibit 10.4 ITRON, INC. THIRD AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN (As Amended and Restated, May 9, 2024) SECTION 1.PURPOSE; EFFECTIVE DATE The name of this Plan is the Itron, Inc. Third Amended and Restated 2010 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to enhance the long-term shareholder value of Itron, Inc., a Washington corporation (the “Company”), by offering o |
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| August 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 Itron, Inc. (Exact nam |
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| June 21, 2024 |
EX-10.2 4 d124505dex102.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 8 dated as of June 14, 2024 (this “Amendment”), to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 5, 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used and not defined herein shall have the meanings assigned to such terms in the |
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| June 21, 2024 |
Exhibit 10.1 [Dealer Name] [Dealer Address] [], 2024 To: Itron, Inc. 2111 N Molter Road Liberty Lake, Washington 99019 Attention: [ ] Telephone No.: [ ] Re: [Base][Additional] Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer Name] (“Dealer”) and Itron, Inc. (“Counter |
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| June 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2024 Itron, Inc. (Exact name of Registrant as Specified in Its Charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| June 21, 2024 |
Itron Announces $500.0 Million Convertible Senior Notes Exhibit 99.1 Itron Announces $500.0 Million Convertible Senior Notes LIBERTY LAKE, Wash., June 17, 2024 — Itron, Inc. (NASDAQ: ITRI) (the “Company”), which is innovating new ways for utilities and cities to manage energy and water, today announced that it intends to commence a private offering, subject to market and other conditions, of $500.0 million aggregate principal amount of convertible seni |
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| June 21, 2024 |
Exhibit 4.1 EXECUTION VERSION ITRON, INC. as Issuer AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of June 21, 2024 1.375% Convertible Senior Notes due 2030 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS Section 1.01 Definitions 5 Section 1.02 References to Interest 18 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01 Designatio |
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| June 21, 2024 |
Itron Prices Upsized $700 Million 1.375% Convertible Senior Notes Offering Exhibit 99.2 Itron Prices Upsized $700 Million 1.375% Convertible Senior Notes Offering LIBERTY LAKE, Wash. — June 17, 2024 — 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 million aggregate principal amount of its 1.375% convertible senior notes due 2030 (the |
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| May 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ITRON, INC. (Exact name of registrant as specified in its charter) Washington 000-22418 (State or other jurisdiction of incorporation) Commission file number 2111 N Molter Road, Liberty Lake, Washington 99019 (Address of principal executive offices) (Zip code) Thomas L. Deitrich (509) 924- |
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| May 13, 2024 |
Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form. Exhibit 1.01 Conflict Minerals Report of Itron, Inc. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report of Itron, Inc. (Itron, we, us, our) for calendar year 2023 in accordance with Rule 13p-1 (Rule 13p-1) under the Securities Exchange Act of 1934 (the 1934 Act). Please refer to Rule 13p-1, Form SD and the 1934 Act Release No. 34-67716 for |
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| May 10, 2024 |
As filed with the Securities and Exchange Commission on May 9, 2024 As filed with the Securities and Exchange Commission on May 9, 2024 Registration No. |
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| May 10, 2024 |
As filed with the Securities and Exchange Commission on May 9, 2024 As filed with the Securities and Exchange Commission on May 9, 2024 Registration No. |
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| May 10, 2024 |
As filed with the Securities and Exchange Commission on May 9, 2024 As filed with the Securities and Exchange Commission on May 9, 2024 Registration No. |
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| May 10, 2024 |
As filed with the Securities and Exchange Commission on May 9, 2024 As filed with the Securities and Exchange Commission on May 9, 2024 Registration No. |
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| May 10, 2024 |
Filing Fee Table (filed herewith) Exhibit 107.1 CALCULATION OF FILING FEE TABLE FORM S-8 (Form Type) ITRON, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, no par value (“C |
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| May 10, 2024 |
As filed with the Securities and Exchange Commission on May 9, 2024 As filed with the Securities and Exchange Commission on May 9, 2024 Registration No. |
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| May 10, 2024 |
As filed with the Securities and Exchange Commission on May 9, 2024 As filed with the Securities and Exchange Commission on May 9, 2024 Registration No. |
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| May 10, 2024 |
As filed with the Securities and Exchange Commission on May 9, 2024 As filed with the Securities and Exchange Commission on May 9, 2024 Registration No. |
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| May 10, 2024 |
As filed with the Securities and Exchange Commission on May 9, 2024 As filed with the Securities and Exchange Commission on May 9, 2024 Registration No. |
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| May 10, 2024 |
As filed with the Securities and Exchange Commission on May 9, 2024 As filed with the Securities and Exchange Commission on May 9, 2024 Registration No. |
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| May 10, 2024 |
As filed with the Securities and Exchange Commission on May 9, 2024 As filed with the Securities and Exchange Commission on May 9, 2024 Registration No. |
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| May 10, 2024 |
As filed with the Securities and Exchange Commission on May 9, 2024 As filed with the Securities and Exchange Commission on May 9, 2024 Registration No. |
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| May 10, 2024 |
As filed with the Securities and Exchange Commission on May 9, 2024 As filed with the Securities and Exchange Commission on May 9, 2024 Registration No. |
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| May 9, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 9, 2024 Date of Report (Date of earliest event reported) Itron, Inc. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| May 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 Itron, Inc. (Exact na |
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| May 2, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2024 Itron, Inc. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| May 2, 2024 |
Itron Announces First Quarter 2024 Financial Results EXHIBIT 99.1 Itron Announces First Quarter 2024 Financial Results LIBERTY LAKE, Wash., May 02, 2024 (GLOBE NEWSWIRE) - Itron, Inc. (NASDAQ: ITRI), which is innovating the way utilities and cities manage energy and water, announced today financial results for its first quarter ended March 31, 2024. Key results for the quarter include (compared with the first quarter of 2023): Revenue of $603 millio |
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| March 19, 2024 |
WE CREATE A MORE RESOURCEFUL WORLD WE CREATE A MORE RESOURCEFUL WORLDTO OUR SHAREHOLDERS, Itron stands at the forefront of a rapidly changing world where the challenges of escalating energy demand and water scarcity are more pressing than ever. |
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| March 19, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as perm |
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| March 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a- |
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| March 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 1, 2024 Date of Report (Date of Earliest Event Reported) ITRON, INC. (Exact Name of Registrant as Specified in its Charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| March 5, 2024 |
Exhibit 99.1 Itron Acquires Elpis Squared, Expands Grid Edge Intelligence Portfolio Acquisition to Help Accelerate the Energy Transition with Grid Planning, Operations and Engineering LIBERTY LAKE, Wash. — March 5, 2024 — Itron, Inc. (NASDAQ: ITRI), which is innovating new ways for utilities and cities to manage energy and water, announced today it is expanding its Grid Edge Intelligence portfolio |
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| February 27, 2024 |
As filed with the Securities and Exchange Commission on February 27, 2024 Table of Contents As filed with the Securities and Exchange Commission on February 27, 2024 Registration No. |
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| February 27, 2024 |
Calculation of Registration Fee. Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-3 (Form type) ITRON, INC. (Exact name of Registrant as specified in its charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forwa |
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| February 27, 2024 |
Form of Debt Indenture. (filed with this registration statement) Exhibit 4.1 ITRON, INC., Issuer to , Trustee INDENTURE Dated as of , 202 Debt Securities Reconciliation and tie between Indenture, dated as of , 202 , and the Trust Indenture Act of 1939, as amended. Trust Indenture Act of 1939 Section Indenture Section 310(a)(1) 6.12 (a)(2) 6.12 (a)(3) TIA (a)(4) Not applicable (a)(5) TIA (b) 6.10; 6.12; TIA 311(a) TIA (b) TIA 312(a) 6.8 (b) TIA |
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| February 26, 2024 |
Exhibit 10.29 Overview The Itron Incentive Plan (“IIP”, or “Plan”) provides a cash award to eligible participants based on attainment of financial & quantitative strategic goals metrics and an assessment of individual performance. The period of January 1st through December 31st (“Performance Period”) is used to establish metrics and measure results. The Financial & Quantitative Strategic Goals met |
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| February 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 Itron, Inc. (Exact name of |
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| February 26, 2024 |
Exhibit 10.31 Insider Trading Policy Title Insider Trading Policy Classification Internal Department Owner Legal Department Policy Last Approved by: Owner: Chris Ware; General Counsel, Legal Department Date: 9/23/2022 History Version Modifications Date 1.0 Initial Policy Release 12/7/2017 1.1 Revisions 8/8/2019 1.2 Revisions 9/16/2020 1.3 Revisions 3/10/2021 1.4 Updated template 9/3/2022 Questions |
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| February 26, 2024 |
Exhibit 97.1 ITRON, INC. 2023 Incentive Compensation Recovery Policy 1. Purpose The purpose of the 2023 Itron, Inc Incentive Compensation Recovery Policy (this “Policy”) is to provide for the recovery of certain Incentive-Based Compensation in the event of an Accounting Restatement. This Policy is intended to comply with, and to be administered and interpreted consistent with, Section 10D of the S |
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| February 26, 2024 |
Exhibit 10.30 Executive Officer Severance Pay Policy (US Executives Only) (Effective April 29, 2014) The company recognizes that it is usually difficult for executive officers whose employment is terminated involuntarily to obtain a position comparable to the one he or she has with the company. In view of this, any executive officer who is terminated involuntarily, except if terminated for discipl |
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| February 26, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 26, 2024 Date of Report (Date of earliest event reported) ITRON, INC. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or other jurisdiction of incorporation) (Commission File Num |
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| February 26, 2024 |
Second Amended and Restated 2010 Stock Incentive Plan. (Filed Exhibit 10.4 ITRON, INC. SECOND AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN (As Amended and Restated, February 23, 2023) SECTION 1. PURPOSE; EFFECTIVE DATE The name of this Plan is the Itron, Inc. Second Amended and Restated 2010 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to enhance the long-term shareholder value of Itron, Inc., a Washington corporation (the “Company”), by o |
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| February 26, 2024 |
Exhibit 10.1 SECOND AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT FOR EXECUTIVE OFFICERS THIS SECOND AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT FOR EXECUTIVE OFFICERS (“Agreement”), dated , 2022 is made by and between Itron, Inc. (the “Company”), and (the “Executive”). WHEREAS, the Company and Executive are parties to an Amended and Restated Change in Control Severance |
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| February 26, 2024 |
Itron Announces Fourth Quarter and Full Year 2023 Financial Results Exhibit 99.1 FOR IMMEDIATE RELEASE Itron Announces Fourth Quarter and Full Year 2023 Financial Results LIBERTY LAKE, Wash.-(BUSINESS WIRE)-February 26, 2024 -Itron, Inc. (NASDAQ:ITRI), which is innovating new ways for utilities and cities to manage energy and water, announced financial results for its fourth quarter and full year ended Dec. 31, 2023. Key results for the quarter and full year inclu |
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| February 26, 2024 |
Form of Indemnification Agreements between Itron, Inc. and certain directors and officers. (Filed Exhibit 10.3 ITRON, INC. INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this "Agreement") effective as of , 20, is made between Itron, Inc., a Washington corporation (the "Company"), and , a director and/or officer of the Company ("Indemnitee"). Recitals A. Indemnitee is a director and/or officer of the Company and in such capacity is performing valuable services for the Company. B. The |
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| February 26, 2024 |
Subsidiaries of Itron, Inc. (filed with this report) Exhibit 21.1 CONSOLIDATED SUBSIDIARIES OF THE REGISTRANT AT DECEMBER 31, 2023 Itron, Inc. Domestic Subsidiaries State of Incorporation Itron Global Holdings LLC Delaware Itron International, LLC Delaware Itron Networked Solutions, Inc. Delaware SSN Holdings, LLC Delaware Itron Global LLC dba Itron Global Trading Texas Royal Cautivo Insurance, Inc. Utah Itron, Inc. International Subsidiaries Jurisd |
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| February 26, 2024 |
Exhibit 10.32 ITRON, INC. EXECUTIVE DEFERRED COMPENSATION PLAN ARTICLE I. ESTABLISHMENT AND NATURE OF PLAN The Company established the Plan effective October 1, 1991. The Plan was amended and restated effective August 1, 1996, and was further amended in 2007. The Plan was amended and restated in its entirety effective January 1, 2008, and the amendment and restatement applied to all amounts deferr |
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| February 14, 2024 |
ITRI / Itron, Inc. / Amundi - SCHEDULE 13G Passive Investment SC 13G/A 1 itroninc12312023.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 1 )* Name of issuer: ITRON, INC. Title of Class of Securities: Shares CUSIP Number: 465741106 Date of Event Which |
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| February 13, 2024 |
ITRI / Itron, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01234-itroninc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: Itron Inc Title of Class of Securities: Common Stock CUSIP Number: 465741106 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursu |
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| January 22, 2024 |
ITRI / Itron, Inc. / BlackRock Inc. Passive Investment SC 13G/A 1 us4657411066012224.txt us4657411066012224.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 24) ITRON INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 465741106 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi |
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| November 2, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 2, 2023 Date of Report (Date of Earliest Event Reported) ITRON, INC. (Exact Name of Registrant as Specified in its Charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| November 2, 2023 |
Itron Announces Third Quarter 2023 Financial Results Exhibit 99.1 Itron Announces Third Quarter 2023 Financial Results LIBERTY LAKE, Wash.-(BUSINESS WIRE)-November 2, 2023-Itron, Inc. (NASDAQ: ITRI), which is innovating the way utilities and cities manage energy and water, announced today financial results for its third quarter ended September 30, 2023. Key results for the quarter include (compared with the third quarter of 2022): Revenue of $561 mi |
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| November 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 ITRON, INC. (Exac |
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| October 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 13, 2023 Date of Report (Date of Earliest Event Reported) ITRON, INC. (Exact Name of Registrant as Specified in its Charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| October 16, 2023 |
Exhibit 10.1 AMENDMENT NO. 7 dated as of October 13, 2023 (this “Amendment”), to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 5, 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement), among ITRON, INC., a Washington |
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| September 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 18, 2023 Date of Report (Date of earliest event reported) ITRON, INC. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or other jurisdiction of incorporation) (Com |
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| August 3, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 3, 2023 Date of Report (Date of Earliest Event Reported) ITRON, INC. (Exact Name of Registrant as Specified in its Charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| August 3, 2023 |
Itron Announces Second Quarter 2023 Financial Results Exhibit 99.1 Itron Announces Second Quarter 2023 Financial Results LIBERTY LAKE, Wash.-(BUSINESS WIRE)-August 3, 2023-Itron, Inc. (NASDAQ: ITRI), which is innovating the way utilities and cities manage energy and water, announced today financial results for its second quarter ended June 30, 2023. Key results for the quarter include (compared with the second quarter of 2022): Revenue of $541 millio |
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| August 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 ITRON, INC. (Exact nam |
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| July 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 18, 2023 Date of Report (Date of Earliest Event Reported) ITRON, INC. (Exact Name of Registrant as Specified in its Charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| July 24, 2023 |
Itron Appoints Sanjay Mirchandani to Board of Directors Exhibit 99.1 Itron Appoints Sanjay Mirchandani to Board of Directors Technology Executive Brings More Than 30 Years of Expertise in Cybersecurity, Data Protection and Customer Service LIBERTY LAKE, Wash.-(BUSINESS WIRE)-July 24, 2023-Itron, Inc. (NASDAQ: ITRI), which is innovating the way utilities and cities manage energy and water, announced today the appointment of Sanjay Mirchandani, CEO of Co |
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| July 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 11, 2023 Date of Report (Date of earliest event reported) ITRON, INC. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or other jurisdiction of incorporation) (Comm |
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| May 23, 2023 |
Itron, Inc. Second Amended and Restated 2010 Stock Incentive Plan EX-10.1 Exhibit 10.1 ITRON, INC. SECOND AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN (As Amended and Restated, February 23, 2023) SECTION 1. PURPOSE; EFFECTIVE DATE The name of this Plan is the Itron, Inc. Second Amended and Restated 2010 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to enhance the long-term shareholder value of Itron, Inc., a Washington corporation (the “Company |
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| May 23, 2023 |
Itron, Inc. Second Amended and Restated 2010 Stock Incentive Plan EX-10.1 Exhibit 10.1 ITRON, INC. SECOND AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN (As Amended and Restated, February 23, 2023) SECTION 1. PURPOSE; EFFECTIVE DATE The name of this Plan is the Itron, Inc. Second Amended and Restated 2010 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to enhance the long-term shareholder value of Itron, Inc., a Washington corporation (the “Company |
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| May 23, 2023 |
Power of Attorney (see signature page) S-8 POS As filed with the Securities and Exchange Commission on May 23, 2023 Registration No. |
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| May 23, 2023 |
Power of Attorney (see signature page) S-8 POS As filed with the Securities and Exchange Commission on May 23, 2023 Registration No. |
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| May 23, 2023 |
Power of Attorney (see signature page) As filed with the Securities and Exchange Commission on May 23, 2023 Registration No. |
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| May 23, 2023 |
Itron, Inc. Second Amended and Restated 2010 Stock Incentive Plan EX-10.1 Exhibit 10.1 ITRON, INC. SECOND AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN (As Amended and Restated, February 23, 2023) SECTION 1. PURPOSE; EFFECTIVE DATE The name of this Plan is the Itron, Inc. Second Amended and Restated 2010 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to enhance the long-term shareholder value of Itron, Inc., a Washington corporation (the “Company |
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| May 23, 2023 |
Power of Attorney (see signature page) S-8 POS As filed with the Securities and Exchange Commission on May 23, 2023 Registration No. |
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| May 23, 2023 |
Power of Attorney (see signature page) S-8 POS As filed with the Securities and Exchange Commission on May 23, 2023 Registration No. |
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| May 23, 2023 |
Itron, Inc. Second Amended and Restated 2010 Stock Incentive Plan EX-10.1 Exhibit 10.1 ITRON, INC. SECOND AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN (As Amended and Restated, February 23, 2023) SECTION 1. PURPOSE; EFFECTIVE DATE The name of this Plan is the Itron, Inc. Second Amended and Restated 2010 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to enhance the long-term shareholder value of Itron, Inc., a Washington corporation (the “Company |
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| May 23, 2023 |
Itron, Inc. Second Amended and Restated 2010 Stock Incentive Plan EX-10.1 Exhibit 10.1 ITRON, INC. SECOND AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN (As Amended and Restated, February 23, 2023) SECTION 1. PURPOSE; EFFECTIVE DATE The name of this Plan is the Itron, Inc. Second Amended and Restated 2010 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to enhance the long-term shareholder value of Itron, Inc., a Washington corporation (the “Company |
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| May 23, 2023 |
Power of Attorney (see signature page) As filed with the Securities and Exchange Commission on May 23, 2023 Registration No. |
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| May 23, 2023 |
Itron, Inc. Second Amended and Restated 2010 Stock Incentive Plan EX-10.1 Exhibit 10.1 ITRON, INC. SECOND AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN (As Amended and Restated, February 23, 2023) SECTION 1. PURPOSE; EFFECTIVE DATE The name of this Plan is the Itron, Inc. Second Amended and Restated 2010 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to enhance the long-term shareholder value of Itron, Inc., a Washington corporation (the “Company |
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| May 23, 2023 |
Power of Attorney (see signature page) As filed with the Securities and Exchange Commission on May 23, 2023 Registration No. |
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| May 23, 2023 |
Itron, Inc. Second Amended and Restated 2010 Stock Incentive Plan EX-10.1 Exhibit 10.1 ITRON, INC. SECOND AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN (As Amended and Restated, February 23, 2023) SECTION 1. PURPOSE; EFFECTIVE DATE The name of this Plan is the Itron, Inc. Second Amended and Restated 2010 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to enhance the long-term shareholder value of Itron, Inc., a Washington corporation (the “Company |
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| May 15, 2023 |
Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form. Exhibit 1.01 Conflict Minerals Report of Itron, Inc. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report of Itron, Inc. (Itron, we, us, our) for calendar year 2022 in accordance with Rule 13p-1 (Rule 13p-1) under the Securities Exchange Act of 1934 (the 1934 Act). Please refer to Rule 13p-1, Form SD and the 1934 Act Release No. 34-67716 for |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ITRON, INC. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State of Incorporation) Commission File Number (I.R.S. Employer Identification Number) 2111 N Molter Road, Liberty Lake, Washington 99019 (Address of principal executive offices) (Zip Code) |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 11, 2023 Date of Report (Date of earliest event reported) ITRON, INC. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 ITRON, INC. (Exact na |
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| May 4, 2023 |
Itron Announces First Quarter 2023 Financial Results Exhibit 99.1 Itron Announces First Quarter 2023 Financial Results LIBERTY LAKE, Wash.-(BUSINESS WIRE)-May 4, 2023-Itron, Inc. (NASDAQ: ITRI), which is innovating the way utilities and cities manage energy and water, announced today financial results for its first quarter ended Mar. 31, 2023. Key results for the quarter include (compared with the first quarter of 2022): Revenue of $495 million, inc |
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| May 4, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 4, 2023 Date of Report (Date of Earliest Event Reported) ITRON, INC. (Exact Name of Registrant as Specified in its Charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| April 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 13, 2023 Date of Report (Date of earliest event reported) ITRON, INC. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or other jurisdiction of incorporation) (Commission File Number |
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| March 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a- |
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| March 21, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as perm |
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| March 21, 2023 |
2022 | ANNUAL REPORT 22 | ANN 202 INNOVATING THE WAY UTILITIES AND CITIES MANAGE ENERGY AND WATERTO OUR SHAREHOLDERS, As a proven global leader in energy, water, smart cities, industrial IoT, and intelligent infrastructure services, Itron is innovating the way utilities and cities manage energy and water. |
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| February 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 ITRON, INC. (Exact name of |
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| February 27, 2023 |
Exhibit 10.1 AMENDMENT NO. 6 dated as of February 21, 2023 (this “Amendment”), to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 5, 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement), among ITRON, INC., a Washington |
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| February 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 27, 2023 Date of Report (Date of Earliest Event Reported) ITRON, INC. (Exact Name of Registrant as Specified in its Charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| February 27, 2023 |
Itron Announces Fourth Quarter and Full Year 2022 Financial Results and 2023 Guidance Exhibit 99.1 Itron Announces Fourth Quarter and Full Year 2022 Financial Results and 2023 Guidance LIBERTY LAKE, Wash.-(BUSINESS WIRE)-February 27, 2023-Itron, Inc. (NASDAQ:ITRI), which is innovating the way utilities and cities manage energy and water, announced today financial results for its fourth quarter and full year ended Dec. 31, 2022. Highlights for the quarter and full year include: Quar |
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| February 27, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 27, 2023 Date of Report (Date of Earliest Event Reported) ITRON, INC. (Exact Name of Registrant as Specified in its Charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| February 27, 2023 |
Exhibit 4.12 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIPTION OF COMMON STOCK The following description of the Company’s common stock is based upon the Company’s Amended and Restated Articles of Incorporation (“Articles”), the Company’s Amended and Restated Bylaws (“Bylaws”) and applicable provisions of law. We have summari |
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| February 27, 2023 |
Subsidiaries of Itron, Inc. (filed with this report) Exhibit 21.1 CONSOLIDATED SUBSIDIARIES OF THE REGISTRANT AT DECEMBER 31, 2022 Itron, Inc. Domestic Subsidiaries State of Incorporation Itron International, LLC Delaware Itron Networked Solutions, Inc. Delaware SSN Holdings, LLC Delaware Itron Global LLC dba Itron Global Trading Texas Royal Cautivo Insurance, Inc. Utah Itron, Inc. International Subsidiaries Jurisdiction of Incorporation or Organiza |
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| February 13, 2023 |
ITRI / Itron Inc / Impax Asset Management Group plc Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* (Name of Issuer) Itron Inc (Title of Class of Securities) Common Stock (CUSIP Number) 465741106 (Date of Event which Requires Filing of this Statement )December 31, 2022 Check the appropriate box to designate the rule pursuant to which this Schedul* e is |
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| February 10, 2023 |
ITRI / Itron Inc / Amundi - SCHEDULE 13G Passive Investment SC 13G 1 itroninc12312022.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. )* Name of issuer: ITRON, INC. Title of Class of Securities: Shares CUSIP Number: 465741106 Date of Event Which Req |
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| February 10, 2023 |
ITRI / Itron Inc / BlackRock Inc. Passive Investment SC 13G/A 1 us4657411066021023.txt us4657411066021023.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 23) ITRON INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 465741106 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi |
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| February 9, 2023 |
ITRI / Itron Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01195-itroninc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Itron Inc. Title of Class of Securities: Common Stock CUSIP Number: 465741106 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule purs |
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| January 26, 2023 |
ITRI / Itron Inc / BlackRock Inc. Passive Investment SC 13G/A 1 us4657411066012623.txt us4657411066012623.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 22) ITRON INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 465741106 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi |
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| January 20, 2023 |
ITRI / Itron Inc / BlackRock Inc. Passive Investment SC 13G/A 1 us4657411066012023.txt us4657411066012023.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 21) ITRON INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 465741106 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi |
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| November 3, 2022 |
Itron Announces Third Quarter 2022 Financial Results Exhibit 99.1 Itron Announces Third Quarter 2022 Financial Results LIBERTY LAKE, Wash.-(BUSINESS WIRE)-November 3, 2022-Itron, Inc. (NASDAQ:ITRI) announced today financial results for its third quarter ended Sept. 30, 2022. Key results for the quarter include (compared with the third quarter of 2021): Revenue of $421 million, compared with $487 million; Gross margin of 28.5%; compared with 27.7%; G |
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| November 3, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 3, 2022 Date of Report (Date of Earliest Event Reported) ITRON, INC. (Exact Name of Registrant as Specified in its Charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| November 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 ITRON, INC. (Exac |
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| October 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 7, 2022 Date of Report (Date of Earliest Event Reported) ITRON, INC. (Exact Name of Registrant as Specified in its Charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| October 11, 2022 |
Itron Appoints Mary Hemmingsen to Board of Directors Exhibit 99.1 Itron Appoints Mary Hemmingsen to Board of Directors Finance Executive Brings More Than 30 Years of Energy Industry Expertise LIBERTY LAKE, Wash.-(BUSINESS WIRE)-October 11, 2022-Itron, Inc. (NASDAQ: ITRI), which is innovating the way utilities and cities manage energy and water, announced today the appointment of Mary Hemmingsen, an energy and infrastructure industry executive with d |
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| August 4, 2022 |
Exhibit 10.2 SECOND AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT FOR EXECUTIVE OFFICERS THIS SECOND AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT FOR EXECUTIVE OFFICERS (?Agreement?), dated May 12, 2022 is made by and between Itron, Inc. (the ?Company?), and Thomas Deitrich (the ?Executive?). WHEREAS, the Company and Executive are parties to an Amended and Restated Chang |
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| August 4, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 4, 2022 Date of Report (Date of Earliest Event Reported) ITRON, INC. (Exact Name of Registrant as Specified in its Charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| August 4, 2022 |
Exhibit 10.1 SECOND AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT FOR EXECUTIVE OFFICERS THIS SECOND AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT FOR EXECUTIVE OFFICERS (?Agreement?), dated , 2022 is made by and between Itron, Inc. (the ?Company?), and (the ?Executive?). WHEREAS, the Company and Executive are parties to an Amended and Restated Change in Control Severance |
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| August 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 ITRON, INC. (Exact nam |
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| August 4, 2022 |
Itron Announces Second Quarter 2022 Financial Results and Updated Full-Year 2022 Guidance Exhibit 99.1 Itron Announces Second Quarter 2022 Financial Results and Updated Full-Year 2022 Guidance LIBERTY LAKE, Wash.-(BUSINESS WIRE)-August 4, 2022-Itron, Inc. (NASDAQ:ITRI) announced today financial results for its second quarter ended June 30, 2022. Key results for the quarter include (compared with the second quarter of 2021): Revenue of $432 million, compared with $489 million; Gross mar |
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| May 17, 2022 |
Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form. Exhibit 1.01 Conflict Minerals Report of Itron, Inc. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report of Itron, Inc. (Itron, we, us, our) for calendar year 2021 in accordance with Rule 13p-1 (Rule 13p-1) under the Securities Exchange Act of 1934 (the 1934 Act). Please refer to Rule 13p-1, Form SD and the 1934 Act Release No. 34-67716 for |
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| May 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ITRON, INC. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State of Incorporation) Commission File Number (I.R.S. Employer Identification Number) 2111 N Molter Road, Liberty Lake, Washington 99019 (Address of principal executive offices) (Zip Code) |
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| May 12, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 12, 2022 Date of Report (Date of earliest event reported) ITRON, INC. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 ITRON, INC. (Exact na |
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| May 2, 2022 |
Itron Announces First Quarter 2022 Financial Results Exhibit 99.1 Itron Announces First Quarter 2022 Financial Results LIBERTY LAKE, Wash.-(BUSINESS WIRE)-May 2, 2022-Itron, Inc. (NASDAQ:ITRI) announced today financial results for its first quarter ended March 31, 2022. Key results for the quarter include (compared with the first quarter of 2021): Revenue of $475 million, compared with $520 million; Gross margin of 28.4%; compared with 32.2%; GAAP n |
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| May 2, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 2, 2022 Date of Report (Date of Earliest Event Reported) ITRON, INC. (Exact Name of Registrant as Specified in its Charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| March 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) ? Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ?? ? ? Check the appropriate box: ? ? ? ? ? ? ?? ? ? Preliminary Proxy Statement ? ? ? ? ? ? ?? ? ? Confidential, for Use of the |
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| March 22, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) ? Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ?? ? ? Check the appropriate box: ? ? ? ? ? ? ?? ? ? Preliminary Proxy Statement ? ? ? ? ? ? ?? ? ? Confidenti |
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| March 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 4, 2022 Date of Report (Date of earliest event reported) ITRON, INC. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or other jurisdiction of incorporation) (Commission File Number) |
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| February 28, 2022 |
Exhibit 4.13 AMENDMENT NO. 4 dated as of February 25, 2022 (this ?Amendment?), to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 5, 2018 (as amended, supplemented or otherwise modified from time to time, the ?Credit Agreement?; capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement), among ITRON, INC., a Washington |
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| February 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 ITRON, INC. (Exact name of |
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| February 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 24, 2022 Date of Report (Date of earliest event reported) ITRON, INC. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or other jurisdiction of incorporation) (Commission File Num |
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| February 28, 2022 |
Exhibit 10.36 Overview The Itron Incentive Plan (?IIP?, or ?Plan?) provides a cash award to eligible participants based on attainment of financial metrics and an assessment of individual performance. The period of January 1st through December 31st (?Performance Period?) is used to establish metrics and measure results. The Financial metrics are collectively referred to in the IIP document as (?Per |
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| February 28, 2022 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ITRON, INC. Adopted February 24, 2022 TABLE OF CONTENTS Page SECTION 1. OFFICES 1 SECTION 2. SHAREHOLDERS 1 2.1 Annual Meeting 1 2.2 Special Meetings 1 2.3 Meetings by Communication Equipment 1 2.4 Date, Time and Place of Meeting 1 2.5 Notice to Shareholders 2 2.6 Business for Shareholders? Meetings 4 2.6.1 Business at Annual Meetings 4 2.6.2 Business at |
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| February 28, 2022 |
Itron Announces Fourth Quarter and Full Year 2021 Financial Results and 2022 Guidance Exhibit 99.1 Itron Announces Fourth Quarter and Full Year 2021 Financial Results and 2022 Guidance LIBERTY LAKE, Wash.-(BUSINESS WIRE)-February 28, 2022-Itron, Inc. (NASDAQ:ITRI), which is innovating the way utilities and cities manage energy and water, announced today financial results for its fourth quarter and full year ended Dec. 31, 2021. Highlights for the quarter and full year include: Quar |
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| February 28, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 28, 2022 Date of Report (Date of Earliest Event Reported) ITRON, INC. (Exact Name of Registrant as Specified in its Charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| February 28, 2022 |
Subsidiaries of Itron, Inc. (filed with this report) Exhibit 21.1 CONSOLIDATED SUBSIDIARIES OF THE REGISTRANT AT DECEMBER 31, 2021 Itron, Inc. Domestic Subsidiaries State of Incorporation Itron International, LLC Delaware Itron Networked Solutions, Inc. Delaware SSN Holdings, LLC Delaware Itron Global LLC dba Itron Global Trading Texas Royal Cautivo Insurance, Inc. Utah Itron, Inc. International Subsidiaries Jurisdiction of Incorporation or Organiza |
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| February 14, 2022 |
ITRI / Itron Inc / Impax Asset Management Group plc Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* (Name of Issuer) Itron Inc (Title of Class of Securities) Common Stock (CUSIP Number) 465741106 (Date of Event which Requires Filing of this Statement) December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedul* e is |
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| February 10, 2022 |
ITRI / Itron Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Itron Inc. Title of Class of Securities: Common Stock CUSIP Number: 465741106 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule 13 |
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| January 27, 2022 |
ITRI / Itron Inc / BlackRock Inc. Passive Investment us4657411066012722.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 20) ITRON INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 465741106 - (CUSIP Number) December 31, 2021 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| January 25, 2022 |
ITRI / Itron Inc / BlackRock Inc. Passive Investment us4657411066012522.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 19) ITRON INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 465741106 - (CUSIP Number) December 31, 2021 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| November 4, 2021 |
Itron Announces Third Quarter 2021 Financial Results Exhibit 99.1 Itron Announces Third Quarter 2021 Financial Results LIBERTY LAKE, Wash.-(BUSINESS WIRE)-November 4, 2021-Itron, Inc. (NASDAQ:ITRI) announced today financial results for its third quarter ended Sept. 30, 2021. Key results for the quarter include (compared with the third quarter of 2020): Revenue of $487 million, compared with $540 million; Gross margin of 27.7%; compared with 26.5%; G |
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| November 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 ITRON, INC. (Exac |
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| November 4, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 4, 2021 Date of Report (Date of Earliest Event Reported) ITRON, INC. (Exact Name of Registrant as Specified in its Charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File No.) |
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| November 4, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 1, 2021 Date of Report (Date of Earliest Event Reported) ITRON, INC. (Exact Name of Registrant as Specified in its Charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File No.) |
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| November 3, 2021 |
Exhibit 99.1 Dresser Utility Solutions to Acquire Itron?s Global Gas Regulator and European C&I Gas Metering Business HOUSTON & LIBERTY LAKE, Wash.-(BUSINESS WIRE)-November 3, 2021-Dresser Utility Solutions, a solutions provider for utility companies, and Itron, Inc. (NASDAQ: ITRI), which is innovating the way utilities and cities manage energy and water, have reached an agreement for the sale of |
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| November 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 29, 2021 Date of Report (Date of Earliest Event Reported) ITRON, INC. (Exact Name of Registrant as Specified in its Charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File No.) |
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| October 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 12, 2021 Date of Report (Date of Earliest Event Reported) ITRON, INC. (Exact Name of Registrant as Specified in its Charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File No.) |
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| August 5, 2021 |
Itron Announces Second Quarter 2021 Financial Results and Updated Full-Year 2021 Guidance Exhibit 99.1 Itron Announces Second Quarter 2021 Financial Results and Updated Full-Year 2021 Guidance LIBERTY LAKE, Wash.-(BUSINESS WIRE)-August 5, 2021-Itron, Inc. (NASDAQ:ITRI) announced today financial results for its second quarter ended June 30, 2021. Key results for the quarter include (compared with the second quarter of 2020): Revenue of $489 million, compared with $510 million; Gross mar |
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| August 5, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 5, 2021 Date of Report (Date of Earliest Event Reported) ITRON, INC. (Exact Name of Registrant as Specified in its Charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File No.) ( |
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| August 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 ITRON, INC. (Exact nam |
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| June 4, 2021 |
Itron Appoints Santiago Perez to Board of Directors Exhibit 99.1 Itron Appoints Santiago Perez to Board of Directors Former Schneider Electric Executive Brings Nearly 35 Years of High-Tech Expertise LIBERTY LAKE, Wash.-(BUSINESS WIRE)-June 3, 2021-Itron, Inc. (NASDAQ: ITRI), which is innovating the way utilities and cities manage energy and water, announced today the appointment of Santiago Perez, a senior advisor at Arsenal Capital Partners and fo |
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| June 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 1, 2021 Date of Report (Date of Earliest Event Reported) ITRON, INC. (Exact Name of Registrant as Specified in its Charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File No.) (IR |
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| May 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ITRON, INC. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State of Incorporation) Commission File Number (I.R.S. Employer Identification Number) 2111 N Molter Road, Liberty Lake, Washington 99019 (Address of principal executive offices) (Zip Code) |
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| May 17, 2021 |
Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form. Exhibit 1.01 Conflict Minerals Report of Itron, Inc. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report of Itron, Inc. (Itron, we, us, our) for calendar year 2020 in accordance with Rule 13p-1 (Rule 13p-1) under the Securities Exchange Act of 1934 (the 1934 Act). Please refer to Rule 13p-1, Form SD and the 1934 Act Release No. 34-67716 for |
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| May 13, 2021 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 13, 2021 Date of Report (Date of earliest event reported) ITRON, INC. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 ITRON, INC. (Exact na |
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| May 3, 2021 |
Itron Announces First Quarter 2021 Financial Results Exhibit 99.1 Itron Announces First Quarter 2021 Financial Results LIBERTY LAKE, Wash.-(BUSINESS WIRE)-May 3, 2021-Itron, Inc. (NASDAQ:ITRI) announced today financial results for its first quarter ended March 31, 2021. Key results for the quarter include (compared with the first quarter of 2020): Revenue of $520 million, compared with $598 million; Gross margin of 32.2%; compared with 28.7%; GAAP n |
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| May 3, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 3, 2021 Date of Report (Date of Earliest Event Reported) ITRON, INC. (Exact Name of Registrant as Specified in its Charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File No.) (IRS |
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| March 24, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) ? Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ?? ? ? Check the appropriate box: ? ? ? ? ? ? ?? ? ? Preliminary Proxy Statement ? ? ? ? ? ? ?? ? ? Confidentia |
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| March 22, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) ? Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ?? ? ? Check the appropriate box: ? ? ? ? ? ? ?? ? ? Preliminary Proxy Statement ? ? ? ? ? ? ?? ? ? Confidenti |
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| March 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) ? Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ?? ? ? Check the appropriate box: ? ? ? ? ? ? ?? ? ? Preliminary Proxy Statement ? ? ? ? ? ? ?? ? ? Confidential, for Use of the |
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| March 12, 2021 |
Exhibit 99.4 Itron Prices Follow-on Public Offering LIBERTY LAKE, Wash.?(BUSINESS WIRE)-Mar. 10, 2021? Itron, Inc. (NASDAQ: ITRI) (the ?Company?), which is innovating the way utilities and cities manage energy and water, today announced the pricing of its underwritten public offering of 3,888,889 shares of common stock at a price to the public of $90.00 per share. The underwriters will also have a |
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| March 12, 2021 |
Exhibit 1.1 ITRON, INC. 3,888,889 Shares of Common Stock (no par value) Underwriting Agreement March 9, 2021 J.P. Morgan Securities LLC As Representative of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Itron, Inc., a Washington corporation (the ?Company?), proposes to issue and sell to the seve |
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| March 12, 2021 |
Exhibit 10.2 Exhi [Dealer Name] [Dealer Address] [], 2021 To: Itron, Inc. 2111 N Molter Road Liberty Lake, Washington 99019 Attention: [ ] Telephone No.: [ ] Re: [Base][Additional] Warrants The purpose of this letter agreement (this ?Confirmation?) is to confirm the terms and conditions of the Warrants issued by Itron, Inc. (?Company?) to [Dealer Name] (?Dealer?) as of the Trade Date specified bel |
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| March 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 8, 2021 ITRON, INC. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or other jurisdiction of incorporation) (Commission File Number |
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| March 12, 2021 |
Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-253986 CALCULATION OF REGISTRATION FEE Title of Securities to be Registered Amount to be Registered (1) Maximum Offering Price per Share Maximum Aggregate Offering Price Amount of Registration Fee (2) Common stock, without par value 4,472,222 $90.00 $402,499,980 $43,913 (1) Includes shares of common stock that may be purchased |
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| March 12, 2021 |
Exhibit 99.2 Itron Announces Launch of Follow-On Public Offering LIBERTY LAKE, Wash.?(BUSINESS WIRE)-Mar. 8, 2021? Itron, Inc. (NASDAQ: ITRI) (the ?Company?), which is innovating the way utilities and cities manage energy and water, today announced that it has commenced an underwritten public offering, subject to market and other conditions, of $350 million of shares of common stock of the Company |
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| March 12, 2021 |
Itron Prices $400 Million Zero Coupon Convertible Senior Notes Offering Exhibit 99.3 Itron Prices $400 Million Zero Coupon Convertible Senior Notes Offering LIBERTY LAKE, Wash.?(BUSINESS WIRE)-Mar. 10, 2021? Itron, Inc. (NASDAQ: ITRI) (the ?Company?), which is innovating the way utilities and cities manage energy and water, today announced the pricing of its private offering of $400 million aggregate principal amount of its 0% convertible senior notes due 2026 (the ?N |
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| March 12, 2021 |
Exhibit 4.1 ITRON, INC. as Issuer AND U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of March 12, 2021 0.00% Convertible Senior Notes due 2026 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01 . Definitions 5 Section 1.02 . References to Interest 18 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01 . Designation and Amount 18 Section 2.0 |
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| March 12, 2021 |
Exhibit 10.1 [Dealer Name] [Dealer Address] [], 2021 To: Itron, Inc. 2111 N Molter Road Liberty Lake, Washington 99019 Attention: [ ] Telephone No.: [ ] Re: [Base][Additional] Call Option Transaction The purpose of this letter agreement (this ?Confirmation?) is to confirm the terms and conditions of the call option transaction entered into between [Dealer Name] (?Dealer?) and Itron, Inc. (?Counter |
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| March 12, 2021 |
Exhibit 10.3 AMENDMENT NO. 3 dated as of March 8, 2021 (this ?Amendment?), to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 5, 2018 (as amended, supplemented or otherwise modified from time to time, the ?Credit Agreement?; capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement), among ITRON, INC., a Washington cor |
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| March 12, 2021 |
Exhibit 99.1 Itron Announces $400 Million Convertible Senior Notes LIBERTY LAKE, Wash.?(BUSINESS WIRE)-Mar. 8, 2021? Itron, Inc. (NASDAQ: ITRI) (the ?Company?), which is innovating the way utilities and cities manage energy and water, today announced that it intends to commence a private offering, subject to market and other conditions, of $400 million aggregate principal amount of convertible sen |
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| March 10, 2021 |
ITRON, INC. 3,888,889 SHARES OF COMMON STOCK PRICING TERM SHEET Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated March 9, 2021 Relating to Preliminary Prospectus Supplement dated March 8, 2021 Registration Statement No. |
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| March 8, 2021 |
Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-253986 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell |
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| March 8, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on March 8, 2021 Registration No. |
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| February 24, 2021 |
Exhibit 4.7 DESCRIPTION OF REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIPTION OF COMMON STOCK The following description of the Company?s common stock is based upon the Company?s Amended and Restated Articles of Incorporation (?Articles?), the Company?s Amended and Restated Bylaws (?Bylaws?) and applicable provisions of law. We have summariz |
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| February 24, 2021 |
Subsidiaries of Itron, Inc. (filed with this report) Exhibit 21.1 CONSOLIDATED SUBSIDIARIES OF THE REGISTRANT AT DECEMBER 31, 2020 Itron, Inc. Domestic Subsidiaries State of Incorporation Itron International, Inc. Delaware Itron Networked Solutions, Inc. Delaware SSN Holdings, LLC Delaware Royal Cautivo Insurance, Inc. Utah Itron, Inc. International Subsidiaries Jurisdiction of Incorporation or Organization Itron Australasia Pty Limited Australia It |
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| February 24, 2021 |
Itron Announces Fourth Quarter and Full Year 2020 Financial Results and 2021 Guidance EX-99.1 2 a52384330ex991.htm EXHIBIT 99.1 Exhibit 99.1 Itron Announces Fourth Quarter and Full Year 2020 Financial Results and 2021 Guidance LIBERTY LAKE, Wash.-(BUSINESS WIRE)-February 24, 2021-Itron, Inc. (NASDAQ:ITRI), which is innovating the way utilities and cities manage energy and water, announced today financial results for its fourth quarter and full year ended Dec. 31, 2020. Highlights f |
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| February 24, 2021 |
Exhibit 10.21 ITRON, INC. 2012 EMPLOYEE STOCK PURCHASE PLAN As adopted by the board on February 17, 2012 and approved by the shareholders on May 4, 2012 and amended by the Compensation Committee of the board on May 2, 2013 and September 11, 2013 SECTION 1. PURPOSE; STRUCTURE OF PLAN The purpose of the Plan is to provide Eligible Employees with an opportunity to purchase shares of Stock by means of |
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| February 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 ITRON, INC. (Exact name of |
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| February 24, 2021 |
Exhibit 10.36 ITRON, INC. SECOND AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD NOTICE Itron, Inc. (the ?Company?) hereby grants to Participant a restricted stock unit award (the ?Award?). The Award is subject to all the terms and conditions set forth in this Restricted Stock Unit Award Notice (the ?Award Notice?), the Restricted Stock Unit Award Agreement, including Ap |
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| February 24, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 24, 2021 Date of Report (Date of Earliest Event Reported) ITRON, INC. (Exact Name of Registrant as Specified in its Charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File No. |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* (Name of Issuer) Itron Inc (Title of Class of Securities) Common Stock (CUSIP Number) 465741106 (Date of Event which Requires Filing of this Statement) December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedul* e is |
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| February 10, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Itron Inc. Title of Class of Securities: Common Stock CUSIP Number: 465741106 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d |
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| February 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* ITRON INC /WA/ (Name of Issuer) Common Stock (Title of Class of Securities) 465741106 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul |
