Itron提交2026年三季度10-Q：EPS与利润率强劲，但该财报结果已在盘前新闻稿披露并交易数小时

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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, 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 name of registrant as specified in its charter)
Washington
91-1011792
(State of Incorporation)
(I.R.S. Employer Identification No.)
2111 N Molter Road
,
Liberty Lake
,
Washington
99019
(
509
)
924-9900
(Address and telephone number of registrant's principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, no par value
ITRI
NASDAQ Global Select Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
☒
No
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
☒
No
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes
☐
No
☒
As of October 23, 2026, there were outstanding
43,860,429
shares of the registrant's common stock, no par value, which is the only class of common stock of the registrant.
Table of Contents
Itron, Inc.
Table of Contents
Page
PART I: FINANCIAL INFORMATION
Item 1:
Financial Statements (Unaudited)
Consolidated Statements of Operations
1
Consolidated Statements of Comprehensive Income
2
Consolidated Balance Sheets
3
Consolidated Statements of Equity
4
Consolidated Statements of Cash Flows
5
Notes to Consolidated Financial Statements
6
Item 2:
Management's Discussion and Analysis of Financial Condition and Results of Operations
29
Item 3:
Quantitative and Qualitative Disclosures About Market Risk
51
Item 4:
Controls and Procedures
52
PART II: OTHER INFORMATION
Item 1:
Legal Proceedings
53
Item 1A:
Risk Factors
53
Item 2:
Unregistered Sales of Equity Securities and Use of Proceeds
53
Item 5:
Other Information
53
Item 6:
Exhibits
55
SIGNATURE
56
Table of Contents
PART I: FINANCIAL INFORMATION
Item 1:    Financial Statements (Unaudited)
ITRON, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended September 30,
Nine Months Ended September 30,
In thousands, except per share data
2026
2025
2026
2025
Revenues
Product revenues
$
489,002
$
494,323
$
1,420,265
$
1,534,648
Service revenues
110,331
87,302
328,952
260,889
Total revenues
599,333
581,625
1,749,217
1,795,537
Cost of revenues
Product cost of revenues
302,831
319,238
883,732
1,003,074
Service cost of revenues
51,632
42,842
153,656
132,081
Total cost of revenues
354,463
362,080
1,037,388
1,135,155
Gross profit
244,870
219,545
711,829
660,382
Operating expenses
Sales, general and administrative
84,067
83,139
279,146
257,665
Research and development
56,957
50,032
168,097
153,932
Amortization of intangible assets
8,460
4,403
25,110
13,425
Restructuring
(
102
)
188
345
872
Loss on sale of business
—
—
—
79
Total operating expenses
149,382
137,762
472,698
425,973
Operating income
95,488
81,783
239,131
234,409
Other income (expense)
Interest income
7,194
13,569
19,107
37,582
Interest expense
(
5,863
)
(
5,647
)
(
17,440
)
(
16,888
)
Other income (expense), net
202
996
3,624
1,359
Total other income (expense)
1,533
8,918
5,291
22,053
Income before income taxes
97,021
90,701
244,422
256,462
Income tax provision
(
25,750
)
(
24,478
)
(
66,092
)
(
56,137
)
Net income
71,271
66,223
178,330
200,325
Net income (loss) attributable to noncontrolling interests
(
98
)
610
230
898
Net income attributable to Itron, Inc.
$
71,369
$
65,613
$
178,100
$
199,427
Net income per common share - Basic
$
1.63
$
1.43
$
4.03
$
4.38
Net income per common share - Diluted
$
1.61
$
1.41
$
3.97
$
4.30
Weighted average common shares outstanding - Basic
43,812
45,746
44,210
45,574
Weighted average common shares outstanding - Diluted
44,411
46,660
44,827
46,405
The accompanying notes are an integral part of these consolidated financial statements.
1
Table of Contents
ITRON, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
Three Months Ended September 30,
Nine Months Ended September 30,
In thousands
2026
2025
2026
2025
Net income
$
71,271
$
66,223
$
178,330
$
200,325
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments
(
1,742
)
(
3,005
)
(
19,445
)
47,163
Pension benefit obligation adjustment
(
108
)
(
34
)
(
321
)
(
140
)
Total other comprehensive income (loss), net of tax
(
1,850
)
(
3,039
)
(
19,766
)
47,023
Total comprehensive income, net of tax
69,421
63,184
158,564
247,348
Comprehensive income (loss) attributable to noncontrolling interests, net of tax
(
98
)
610
230
898
Comprehensive income attributable to Itron, Inc.
$
69,519
$
62,574
$
158,334
$
246,450
The accompanying notes are an integral part of these consolidated financial statements.
2
Table of Contents
ITRON, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
In thousands
September 30, 2026
December 31, 2025
ASSETS
Current assets
Cash and cash equivalents
$
840,323
$
1,020,397
Accounts receivable, net
380,063
367,794
Inventories
280,972
242,886
Other current assets
182,972
191,241
Total current assets
1,684,330
1,822,318
Property, plant, and equipment, net
120,634
112,193
Deferred tax assets, net
258,787
265,183
Other long-term assets
61,870
63,352
Operating lease right-of-use assets, net
45,937
29,341
Intangible assets, net
255,052
83,337
Goodwill
1,690,417
1,344,983
Total assets
$
4,117,027
$
3,720,707
LIABILITIES AND EQUITY
Current liabilities
Accounts payable
$
193,960
$
156,288
Other current liabilities
40,568
58,864
Wages and benefits payable
104,800
122,245
Taxes payable
27,687
16,618
Current portion of debt, net
—
459,522
Current portion of warranty
9,847
10,868
Unearned revenue
218,971
187,822
Total current liabilities
595,833
1,012,227
Long-term debt, net
1,577,039
788,805
Long-term warranty
7,200
7,350
Pension benefit obligation
59,804
61,998
Deferred tax liabilities, net
1,413
623
Operating lease liabilities
40,907
19,623
Other long-term obligations
115,519
91,885
Total liabilities
2,397,715
1,982,511
Equity
Preferred stock, no par value,
10,000
shares authorized,
no
shares issued or outstanding
—
—
Common stock, no par value,
150,000
shares authorized,
43,846
and
44,929
shares issued and outstanding
1,485,168
1,661,350
Accumulated other comprehensive loss, net
(
76,271
)
(
56,505
)
Retained earnings
289,851
111,751
Total Itron, Inc. shareholders' equity
1,698,748
1,716,596
Noncontrolling interests
20,564
21,600
Total equity
1,719,312
1,738,196
Total liabilities and equity
$
4,117,027
$
3,720,707
The accompanying notes are an integral part of these consolidated financial statements.
3
Table of Contents
ITRON, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(UNAUDITED)
Common Stock
Accumulated Other Comprehensive Loss
Retained Earnings (Accumulated Deficit)
Total Itron, Inc. Shareholders' Equity
Noncontrolling Interests
Total Equity
In thousands
Shares
Amount
Balances at January 1, 2026
44,929
$
1,661,350
$
(
56,505
)
$
111,751
$
1,716,596
$
21,600
$
1,738,196
Net income
53,459
53,459
127
53,586
Other comprehensive income (loss), net of tax
(
12,826
)
(
12,826
)
(
12,826
)
Net stock issued and repurchased
443
677
677
677
Stock-based compensation expense
20,070
20,070
20,070
Stock repurchased
(
1,050
)
(
100,000
)
(
100,000
)
(
100,000
)
Payments on call spread for convertible offering, net of tax
(
70,373
)
(
70,373
)
(
70,373
)
Excise tax related to shares repurchased
(
382
)
(
382
)
(
382
)
Balances at March 31, 2026
44,322
1,511,342
(
69,331
)
165,210
1,607,221
21,727
1,628,948
Net income
53,272
53,272
201
53,473
Other comprehensive income (loss), net of tax
(
5,090
)
(
5,090
)
(
5,090
)
Net stock issued and repurchased
80
1,292
1,292
1,292
Stock-based compensation expense
12,246
12,246
12,246
Stock repurchased
(
644
)
(
52,234
)
(
52,234
)
(
52,234
)
Contingent share issuance to affiliate
16
—
—
—
Excise tax related to shares repurchased
(
508
)
(
508
)
(
508
)
Balances at June 30, 2026
43,774
1,472,138
(
74,421
)
218,482
1,616,199
21,928
1,638,127
Net income
71,369
71,369
(
98
)
71,271
Other comprehensive income (loss), net of tax
(
1,850
)
(
1,850
)
(
1,850
)
Distributions to noncontrolling interests
(
1,266
)
(
1,266
)
Net stock issued and repurchased
72
819
819
819
Stock-based compensation expense
12,211
12,211
12,211
Balances at September 30, 2026
43,846
$
1,485,168
$
(
76,271
)
$
289,851
$
1,698,748
$
20,564
$
1,719,312
Common Stock
Accumulated Other Comprehensive Loss
Retained Earnings (Accumulated Deficit)
Total Itron, Inc. Shareholders' Equity
Noncontrolling Interests
Total Equity
In thousands
Shares
Amount
Balances at January 1, 2025
45,131
$
1,689,835
$
(
109,931
)
$
(
189,304
)
$
1,390,600
$
20,828
$
1,411,428
Net income (loss)
65,474
65,474
(
124
)
65,350
Other comprehensive income, net of tax
13,548
13,548
13,548
Net stock issued and repurchased
441
2,195
2,195
2,195
Stock-based compensation expense
16,558
16,558
16,558
Balances at March 31, 2025
45,572
1,708,588
(
96,383
)
(
123,830
)
1,488,375
20,704
1,509,079
Net income
68,340
68,340
412
68,752
Other comprehensive income (loss), net of tax
36,514
36,514
36,514
Net stock issued and repurchased
138
3,241
3,241
3,241
Stock-based compensation expense
16,838
16,838
16,838
Balances at June 30, 2025
45,710
1,728,667
(
59,869
)
(
55,490
)
1,613,308
21,116
1,634,424
Net income
65,613
65,613
610
66,223
Other comprehensive income (loss), net of tax
(
3,039
)
(
3,039
)
(
3,039
)
Distributions to noncontrolling interests
(
1,509
)
(
1,509
)
Net stock issued and repurchased
81
896
896
896
Stock-based compensation expense
14,423
14,423
14,423
Contingent share issuance to affiliate
2,000
2,000
2,000
Balances at September 30, 2025
45,791
$
1,745,986
$
(
62,908
)
$
10,123
$
1,693,201
$
20,217
$
1,713,418
The accompanying notes are an integral part of these consolidated financial statements.
4
Table of Contents
ITRON, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended September 30,
In thousands
2026
2025
Operating activities
Net income
$
178,330
$
200,325
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of intangible assets
55,602
36,221
Non-cash operating lease expense
9,889
8,856
Stock-based compensation
44,527
47,819
Amortization of prepaid debt fees
5,765
5,401
Deferred taxes, net
(
5,062
)
48,860
Loss on sale of business
—
79
Restructuring, non-cash
462
(
25
)
Other adjustments, net
(
3,248
)
(
531
)
Changes in operating assets and liabilities, net of acquisition and sale of business:
Accounts receivable
(
6,664
)
(
12,127
)
Inventories
(
40,344
)
19,828
Other current assets
5,705
(
40,295
)
Other long-term assets
161
6,918
Accounts payable, other current liabilities, and taxes payable
27,932
(
5,959
)
Wages and benefits payable
(
20,534
)
(
30,801
)
Unearned revenue
32,960
34,320
Warranty
(
1,141
)
(
2,404
)
Restructuring
(
8,345
)
(
16,445
)
Other operating, net
(
450
)
(
13,409
)
Net cash provided by operating activities
275,545
286,631
Investing activities
Net proceeds related to the sale of business
—
278
Acquisitions of property, plant, and equipment
(
19,540
)
(
15,077
)
Business acquisitions, net of cash and cash equivalents acquired
(
514,888
)
—
Other investing, net
3,098
(
1,995
)
Net cash used in investing activities
(
531,330
)
(
16,794
)
Financing activities
Proceeds from borrowings
805,000
—
Payments on debt
(
460,000
)
—
Issuance of common stock
2,788
6,332
Payments on call spread for convertible offering
(
92,817
)
—
Repurchase of common stock
(
152,234
)
—
Prepaid debt fees
(
21,600
)
(
2,207
)
Other financing, net
(
2,006
)
(
2,288
)
Net cash provided by financing activities
79,131
1,837
Effect of foreign exchange rate changes on cash and cash equivalents
(
3,420
)
9,033
Increase (decrease) in cash and cash equivalents
(
180,074
)
280,707
Cash and cash equivalents at beginning of period
1,020,397
1,051,237
Cash and cash equivalents at end of period
$
840,323
$
1,331,944
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes, net
$
54,692
$
48,783
Interest
12,166
12,787
Non-cash operating, investing and financing activities:
Deferred tax effect of call spread offering
$
22,444
$
—
The accompanying notes are an integral part of these consolidated financial statements.
5
Table of Contents
ITRON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2026
(UNAUDITED)
In this Quarterly Report on Form 10-Q, the terms "we", "us", "our", "Itron", and the "Company" refer to Itron, Inc. and its subsidiaries.
Note 1:
Summary of Significant Accounting Policies
Financial Statement Preparation
The consolidated financial statements presented in this Quarterly Report on Form 10-Q are unaudited and reflect entries necessary for the fair presentation of the Consolidated Statements of Operations and the Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2026 and 2025, Consolidated Statements of Equity for the three months ended September 30, 2026 and 2025, June 30, 2026 and 2025, and March 31, 2026 and 2025, the Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025, and the Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025, of Itron, Inc. and its subsidiaries. All entries required for the fair presentation of the financial statements are of a normal recurring nature, except as disclosed. The results of operations for the three and nine months ended September 30, 2026 are not necessarily indicative of the results expected for the full year or for any other period.
Certain information and notes normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been partially or completely omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC) regarding interim results. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto for the fiscal year ended December 31, 2025 filed with the SEC in our Annual Report on Form 10-K on February 17, 2026 (2025 Annual Report). There have been no significant changes in financial statement preparation or significant accounting policies since December 31, 2025.
Risks and Uncertainties
Global economic impacts, such as pandemics and various ongoing conflicts around the world, may create disruption in customer demand and global supply chains, resulting in market volatility, which our management continues to monitor. In the aftermath of these types of events, global supply chains, including labor, may struggle to keep pace with rapidly changing demand. Temporary imbalance in supply and demand may create business uncertainties that include increased costs and lack of availability. Efforts continue with suppliers to improve supply resiliency, including the approval of alternative sources. Additionally, inflation in our raw materials and component costs, freight charges, sanctions, tariffs, and labor costs may increase above historical levels due to, among other things, the continuing impacts of an uncertain economic environment. We may or may not be able to fully recover these increased costs through pricing actions with our customers. Currently, we have not identified any significant decrease in long-term customer demand for our products and services.
While we have limited direct business exposure in areas with current conflict, such as Ukraine or the Middle East, military actions globally and any resulting sanctions or tariffs could adversely affect the global economy, as well as further disrupt the supply chain. A major disruption in the global economy and supply chain could have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows. The extent and duration of military action, sanctions, tariffs, and resulting market and/or supply disruptions are impossible to predict but could be substantial, and our management continues to monitor these events closely
.
6
Table of Contents
Recently Adopted Accounting Standards
In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2024-04,
Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments.
The new guidance clarifies the accounting for modifications to conversion features when evaluating whether a transaction should be accounted for as an induced conversion or extinguishment of convertible debt. The ASU is effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years. We will utilize this guidance for any future induced conversions or extinguishments of our convertible notes. At this time, we do not expect the adoption of this ASU to have a material impact on our consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06,
Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software
, which modernizes the internal-use software guidance that is accounted for under Subtopic 350-40. The amendments eliminate the previous stage-based model (preliminary project stage, application development stage, and post-implementation stage) and replaces it with a principles-based approach that better aligns with modern software development practice, including agile and iterative methodologies. Under the new guidance, entities may begin capitalizing internal-use software development costs when (1) management has authorized and committed to funding the software project, and (2) it is probable that the project will be completed and the software will be used to perform the function intended. The Accounting Standards Codification (ASC) also supersedes the separate guidance on website development costs guidance and incorporate it into the internal-use software framework. While effective for fiscal years beginning after December 31, 2027, we early adopted ASU 2025-06 on a prospective basis for our fiscal year beginning January 1, 2026, including interim periods. This standard has not had a material impact and is not expected to have a material impact on our consolidated financial statements or related disclosures.
Recent Accounting Standards Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03,
Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.
The new guidance is intended to enhance transparency and disclosures by requiring public business entities to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01,
Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date.
The ASU is effective for our Annual Report on Form 10-K as of December 31, 2027, and for interim reporting periods beginning in the first quarter of 2028, with early adoption permitted. We are in the process of evaluating the impact that the adoption of this ASU will have on our consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU 2025-07,
Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract
. The ASU adds a new scope exception from derivative accounting for non-exchange-traded contracts with underlyings that are based on operations or activities specific to one of the parties to the contract. The ASU also clarifies that when an entity has a right to receive a share-based payment from its customer in exchange for the transfer of goods or services, the share-based payment should be accounted for as noncash consideration within the scope of ASC 606. ASU 2025-07 is effective for us beginning with our interim financial reports for the first quarter of 2027. This standard is not expected to have any significant impact on our results of operations, financial position, cash flow, or related disclosures.
In December 2025
,
the
FASB issued
ASU 2025-11,
Interim Reporting (Topic 270): Narrow-Scope Improvements
, which is intended to improve the navigability of the guidance in ASC 270,
Interim Reporting
, and clarify when it applies. Under the amendment, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP. The amendment also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for our interim financial reports for the first quarter of 2028, with early adoption permitted. We are currently evaluating the impact this standard will have on our consolidated financial statements and related disclosures.
7
Table of Contents
Note 2:
Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share (EPS):
Three Months Ended September 30,
Nine Months Ended September 30,
In thousands, except per share data
2026
2025
2026
2025
Net income available to common shareholders
$
71,369
$
65,613
$
178,100
$
199,427
Weighted average common shares outstanding - Basic
43,812
45,746
44,210
45,574
Dilutive effect of stock-based awards
599
880
617
820
Dilutive effect of convertible notes
—
34
—
11
Weighted average common shares outstanding - Diluted
44,411
46,660
44,827
46,405
Net income per common share - Basic
$
1.63
$
1.43
$
4.03
$
4.38
Net income per common share - Diluted
$
1.61
$
1.41
$
3.97
$
4.30
Stock-based Awards
For stock-based awards, the dilutive effect is calculated using the treasury stock method. Under this method, the dilutive effect is computed as if the awards were exercised at the beginning of the period (or at time of issuance, if later) and assumes the related proceeds were used to repurchase our common stock at the average market price during the period. Related proceeds include the amount the employee must pay upon exercise and the future compensation cost associated with the stock award. Approximately
108,000
and
241,000
stock-based awards were excluded from the calculation of diluted EPS for the three and nine months ended September 30, 2026 because they were anti-dilutive. Approximately
16,000
stock-based awards were excluded from the calculation of diluted EPS for the nine months ended September 30, 2025 because they were anti-dilutive. These stock-based awards could be dilutive in future periods.
Convertible Notes and Share Hedges
2021 Notes and Warrants
In conjunction with the issuance of our 2021 Notes, which were fully repaid on March 16, 2026, we sold warrants to purchase
3.7
million shares of Itron common stock. The warrants had a strike price of $
180.00
per share. For calculating the dilutive effect of the warrants, we use the treasury stock method. With this method, we assume exercise of the warrants at the beginning of the period, or at time of issuance if later, and the issuance of common stock upon exercise. Proceeds from the exercise of the warrants would be assumed to be used to repurchase shares of our stock at the average market price during the period. The incremental shares, representing the number of shares assumed to be exercised with the warrants less the number of shares repurchased, would be included in diluted weighted average common shares outstanding. For periods where the warrants strike price of $
180.00
per share would be greater than the average share price of Itron stock for the period, the warrants would be anti-dilutive. For the three and nine months ended September 30, 2026, the quarterly average closing prices of our common stock did not exceed the warrant strike price, and therefore
3.7
million shares were anti-dilutive. The warrants fully expired October 6, 2026.
2024 Notes and Capped Call Transactions
For our convertible notes issued in June 2024 (the 2024 Notes), the dilutive effect is calculated using the if-converted method. We are required, pursuant to the indenture governing our convertible notes, to settle the principal amount of the convertible notes in cash and may elect to settle the remaining conversion obligation (stock price in excess of conversion price) in cash, shares, or a combination thereof. Under the if-converted method, we include the number of shares required to satisfy the remaining conversion obligation, assuming all the convertible notes were converted. The average closing prices of our common stock for the quarter ended September 30, 2026 were used as the basis for determining the dilutive effect on EPS. The quarterly average closing prices for our common stock did not exceed the conversion price of $
131.24
, and therefore all associated shares were anti-dilutive.
In connection with the issuance of the 2024 Notes, we entered into privately negotiated capped call transactions (the 2024 capped call transactions) on our common stock with certain commercial banks. The 2024 capped call transactions cover, subject to anti-dilution adjustments substantially similar to those in the 2024 Notes, approximately
6.1
million shares of our common stock, the same number of shares initially underlying the convertible notes, at a strike price of approximately $
131.2353
, subject to customary adjustments. The cap price of the 2024 capped call transactions will initially be $
205.86
per share, which represents a premium of 100% over the last reported stock price per share of the Company's common stock on June 17, 2024,
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and is subject to certain adjustments under the terms of the 2024 capped call transactions. The 2024 capped call transactions will expire upon the maturity of the 2024 Notes, subject to earlier exercise or termination. Exercise of the 2024 capped call transactions would reduce the number of shares of our common stock outstanding and therefore would be anti-dilutive.
2026 Notes and Capped Call Transactions
For our convertible notes issued in February 2026 (the 2026 Notes), the dilutive effect is calculated using the if-converted method. We are required, pursuant to the indenture governing our convertible notes, to settle the principal amount of the convertible notes in cash and may elect to settle the remaining conversion obligation (stock price in excess of conversion price) in cash, shares, or a combination thereof. Under the if-converted method, we include the number of shares required to satisfy the remaining conversion obligation, assuming all the convertible notes were converted. The average closing prices of our common stock for the quarter ended September 30, 2026 were used as the basis for determining the dilutive effect on EPS. The quarterly average closing prices for our common stock did not exceed the conversion price of $
123.77
, and therefore all associated shares were anti-dilutive.
In connection with the issuance of the 2026 Notes, we entered into privately negotiated capped call transactions (the 2026 capped call transactions) on our common stock with certain commercial banks. The 2026 capped call transactions cover, subject to anti-dilution adjustments substantially similar to those in the 2026 Notes, approximately
6.5
million shares of our common stock, the same number of shares initially underlying the convertible notes, at a strike price of approximately $
123.77
, subject to customary adjustments. The cap price of the 2026 capped call transactions initially is $
190.42
per share, which represents a premium of 100% over the last reported stock price per share of the Company's common stock on February 23, 2026, and is subject to certain adjustments under the terms of the 2026 capped call transactions. The 2026 capped call transactions will expire upon the maturity of the 2026 Notes, subject to earlier exercise or termination. Exercise of the 2026 capped call transactions would reduce the number of shares of our common stock outstanding and therefore would be anti-dilutive.
Note 3:
Certain Balance Sheet Components
A summary of accounts receivable from contracts with customers is as follows:
Accounts receivable, net
In thousands
September 30, 2026
December 31, 2025
Trade receivables (net of allowance of $
1,076
and $
1,113
)
$
336,101
$
342,491
Unbilled receivables
43,962
25,303
Total accounts receivable, net
$
380,063
$
367,794
Allowance for credit losses account activity
Three Months Ended September 30,
Nine Months Ended September 30,
In thousands
2026
2025
2026
2025
Beginning balance
$
1,077
$
1,814
$
1,113
$
417
Provision for doubtful accounts, net
27
(
230
)
58
1,114
Accounts recovered (written-off), net
(
26
)
(
6
)
(
49
)
(
30
)
Effect of change in exchange rates
(
2
)
(
2
)
(
46
)
75
Ending balance
$
1,076
$
1,576
$
1,076
$
1,576
Inventories
In thousands
September 30, 2026
December 31, 2025
Raw materials
$
229,490
$
184,727
Work in process
14,345
13,542
Finished goods
37,137
44,617
Total inventories
$
280,972
$
242,886
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Property, plant, and equipment, net
In thousands
September 30, 2026
December 31, 2025
Machinery and equipment
$
308,989
$
310,271
Computers and software
115,172
123,339
Buildings, furniture, and improvements
109,147
107,254
Land
9,491
9,654
Construction in progress, including purchased equipment
18,922
19,226
Total cost
561,721
569,744
Accumulated depreciation
(
441,087
)
(
457,551
)
Property, plant, and equipment, net
$
120,634
$
112,193
Depreciation expense
Three Months Ended September 30,
Nine Months Ended September 30,
In thousands
2026
2025
2026
2025
Depreciation expense
$
7,410
$
7,636
$
22,857
$
22,796
Note 4:
Intangible Assets
The gross carrying amount and accumulated amortization of our intangible assets, other than goodwill, were as follows:
September 30, 2026
December 31, 2025
In thousands
Gross
Accumulated
Amortization
Net
Gross
Accumulated
Amortization
Net
Core-developed technology
$
78,023
$
(
39,294
)
$
38,729
$
54,168
$
(
32,993
)
$
21,175
Customer contracts and relationships
531,868
(
317,422
)
214,446
359,837
(
299,893
)
59,944
Trademarks and trade names
27,741
(
25,864
)
1,877
28,076
(
25,858
)
2,218
Total intangible assets
$
637,632
$
(
382,580
)
$
255,052
$
442,081
$
(
358,744
)
$
83,337
On January 5, 2026, we completed the acquisition of
100
%
of the outstanding equity of Locusview, Ltd. and subsidiaries (collectively, Locusview) a privately held utility-focused software and services company that is based in the United States and Israel. The purchase resulted in the addition of intangible assets of
$
204.5
million including $
179.0
million identified customer contracts and relationships and $
25.5
million of core-developed technology. The customer contracts and relationships and core-developed technology will be amortized over the
ten-year
and
five-year
useful lives, respectively, using the straight-line method. Refer to Note 5: Goodwill and Note 16: Business Combinations for additional information.
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Estimated future annual amortization is as follows:
Year Ending December 31,
Estimated Annual Amortization
In thousands
2026 (amount remaining at September 30, 2026)
$
10,360
2027
38,622
2028
33,030
2029
30,925
2030
30,000
Thereafter
112,115
Total intangible assets subject to amortization
$
255,052
Amortization Expense
Three Months Ended September 30,
Nine Months Ended September 30,
In thousands
2026
2025
2026
2025
Amortization Expense
$
11,030
$
4,403
$
32,745
$
13,425
We recognize all amortization expense within amortization of intangible assets in the Consolidated Statements of Operations, except core-developed technology, which is included in cost of revenues. These expenses relate to intangible assets acquired as part of business combinations.
Note 5:
Goodwill
The following table reflects changes in the carrying amount of goodwill for the nine months ended September 30, 2026:
In thousands
Device Solutions
Networked Solutions
Outcomes
Resiliency Solutions
Total Company
Goodwill balance at January 1, 2026
$
—
$
927,720
$
162,326
$
254,937
$
1,344,983
Goodwill acquired
(1)(2)
—
—
—
356,984
356,984
Effect of change in exchange rates
—
(
9,969
)
(
1,520
)
(
61
)
(
11,550
)
Goodwill balance at September 30, 2026
$
—
$
917,751
$
160,806
$
611,860
$
1,690,417
(1)
On January 5, 2026, we acquired Locusview, Ltd. The purchase resulted in the recognition of $
357.3
million in goodwill allocated to our Resiliency Solutions reportable segment. Refer to Note 4: Intangible Assets and Note 16: Business Combinations for additional information on the transaction.
(2)
Subsequent to the acquisition date of Urbint, Inc. on November 3, 2025, we made certain measurement period adjustments to the purchase price allocation, which resulted in a decrease to goodwill of $
0.4
million for the nine months ended September 30, 2026.
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Note 6:
Debt
The components of our borrowings were as follows:
In thousands
September 30, 2026
December 31, 2025
Credit facility
Multicurrency revolving line of credit
$
—
$
—
2021 Convertible notes
—
460,000
2024 Convertible notes
805,000
805,000
2026 Convertible notes
805,000
—
Total debt
$
1,610,000
$
1,265,000
Current portion of debt, gross
$
—
$
460,000
Less: unamortized prepaid debt fees - current portion of debt
—
478
Current portion of debt, net
$
—
$
459,522
Long-term debt, gross
$
1,610,000
$
805,000
Less: unamortized prepaid debt fees - long-term debt
32,961
16,195
Long-term debt, net
$
1,577,039
$
788,805
2025 Credit Facility
On September 25, 2025, we entered into a third amended and restated credit agreement (the 2025 credit facility) providing for committed credit facilities in the amount of
$
750
million
. The 2025 credit facility consists of a multi-currency revolving line of credit (the revolver) in the amount of
$
750
million
. The revolver includes a standby letter of credit sub-facility in the amount of
$
300
million
, and a swingline sub-facility in the amount of
$
50
million
. Any outstanding principal under the revolver is due at maturity on September 25, 2030. Principal amounts paid prior to the maturity date may be reborrowed prior to such date. However, that date may be advanced to April 15, 2030 if we do not settle or extend a sufficient portion of our outstanding convertible notes, as detailed in the credit agreement.
Under the 2025 credit facility, we may elect applicable market interest rates for any outstanding revolving loans. We also pay an applicable margin, which is based on its total net leverage ratio as defined in the credit agreement. The applicable rates per annum may be based on the following: (1)
the Term Secured Overnight Financing Rate
(SOFR), plus an applicable margin or (2) the
Alternate Base Rate
, plus an applicable margin. The Alternate Base Rate election is equal to the greatest of three rates: (i)
the prime rate
, (ii)
the Federal Reserve effective rate
plus
0.50
%, or (iii)
SOFR
plus
1.00
%. Committed amounts not borrowed under the revolver are subject to a commitment fee (paid quarterly in arrears).
The spreads applicable to SOFR and the annual committee fee rates are, as follows:
Total Net Leverage Ratio
Interest Rate
Commitment Fee
Greater than 3.50
SOFR +
175.0
bps
30.0
bps
2.51 to 3.50
SOFR +
150.0
bps
25.0
bps
1.51 to 2.50
SOFR +
137.5
bps
20.0
bps
Less than or equal to 1.50
SOFR +
125.0
bps
17.5
bps
The 2025 credit facility permits us and certain of our foreign subsidiaries to borrow in U.S. dollars, euros, or, with lender approval, other currencies readily convertible into U.S. dollars. All obligations under the 2025 credit facility are guaranteed by Itron, Inc. and material U.S. domestic subsidiaries and are secured by a pledge of substantially all of the assets of Itron, Inc. and material U.S. domestic subsidiaries. This included a pledge of 100% of the capital stock of material U.S. domestic subsidiaries and up to 66% of the voting stock (100% of the non-voting stock) of first-tier foreign subsidiaries. In addition, the obligations of any foreign subsidiary who is a foreign borrower, as defined by the 2025 credit facility, are guaranteed by the foreign subsidiary and by its direct and indirect foreign parents. The 2025 credit facility includes debt covenants, which contained certain financial thresholds and placed certain restrictions on the incurrence of debt, investments, and the issuance of dividends. We are in compliance with the debt covenants under the 2025 credit facility at September 30, 2026.
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As of September 30, 2026, there were
no
outstanding loan balances under the 2025 credit facility and $
27.7
million was utilized by outstanding standby letters of credit, resulting in $
722.3
million available for additional borrowings. As of September 30, 2026, $
272.3
million was available for additional standby letters of credit under the letter of credit sub-facility, and
no
amounts were outstanding under the swingline sub-facility.
Convertible Notes
2021 Notes
On March 12, 2021, we closed the sale of $
460
million of convertible notes in a private placement to qualified institutional buyers, resulting in net proceeds to us of $
448.5
million after deducting initial purchasers' discounts of the offering. The 2021 Notes did not bear regular interest, and the principal amount did not accrete. The 2021 Notes matured on March 15, 2026 and were repaid in full on March 16, 2026.
2024 Notes
On June 21, 2024, we closed the sale of $
805
million of convertible notes in a private placement to qualified institutional buyers, resulting in net proceeds to us of $
784
million after deducting initial purchasers' discounts of the offering. The 2024 Notes accrue interest at a rate of
1.375
% per annum, payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2025. The 2024 Notes mature on July 15, 2030, unless earlier repurchased, redeemed, or converted in accordance with their terms.
The initial conversion rate of the 2024 Notes is 7.6199 shares of our common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $
131.24
per share. The conversion rate of the notes is subject to adjustment upon the occurrence of certain specified events. In addition, upon the occurrence of a make-whole fundamental change (as defined in the indenture governing the convertible notes) or upon a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder that elects to convert its notes in connection with such make-whole fundamental change or notice of redemption, as the case may be.
Prior to the close of business on the business day immediately preceding April 15, 2030, the 2024 Notes are convertible at the option of the holders only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2024 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to
130
% of the conversion price on each applicable trading day; (2) during the five business-day period after any five consecutive trading-day period (the measurement period) in which the trading price per $1,000 principal amount of the notes for each trading day of the measurement period was less than
98
% of the product of the last reported sale price of the common stock and the conversion rate on each such trading day; (3) upon the occurrence of specified corporate events; or (4) upon redemption by us. On or after April 15, 2030, until the close of business on the second scheduled trading day immediately preceding July 15, 2030, holders of the notes may convert all or a portion of their notes at any time. Upon conversion, we will pay cash up to the aggregate principal amount of the notes to be converted and pay and/or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at our election, in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the notes being converted.
Subsequent to July 20, 2028 and prior to April 15, 2030, we may redeem for cash all or part of the 2024 Notes, at our option, if the last reported sales price of common stock has been at least
130
% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related notice of the redemption. However, we may not redeem less than all of the outstanding notes unless at least $
100.0
million aggregate principal amount of notes are outstanding and not called for redemption as of the time we send related redemption notices. The redemption price of each note to be redeemed will be the principal amount of such note, plus accrued and unpaid special interest, if any. Upon the occurrence of a fundamental change (as defined in the indenture governing the 2024 Notes), subject to a limited exception described in the indenture governing the notes, holders may require us to repurchase all or a portion of their notes for cash at a price equal to plus accrued and unpaid special interest to, but not including, the fundamental change repurchase date (as defined in the indenture governing the 2024 Notes).
The 2024 Notes are senior unsecured obligations and rank equally in right of payment with all of our existing and future unsubordinated debt and senior in right of payment to any future debt that is expressly subordinated in right of payment to the notes. The notes will be effectively subordinated to any of our existing and future secured debt to the extent of the assets securing such indebtedness. The notes will be structurally subordinated to all existing debt and any future debt and any other liabilities of our subsidiaries.
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Table of Contents
2026 Notes
On February 23, 2026, we closed the sale of $
805
million of convertible notes in a private placement to qualified institutional buyers, resulting in net proceeds to us of $
784
million after deducting initial purchasers' discounts of the offering. The 2026 Notes do not bear regular interest, and the principal amount does not accrete. The 2026 Notes mature on March 15, 2032, unless earlier repurchased, redeemed, or converted in accordance with their terms.
The initial conversion rate of the 2026 Notes is 8.0793 shares of our common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $
123.77
per share. The conversion rate of the notes is subject to adjustment upon the occurrence of certain specified events. In addition, upon the occurrence of a make-whole fundamental change (as defined in the indenture) or upon delivery of a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder that elects to convert its notes in connection with such make-whole fundamental change or notice of redemption, as the case may be.
Prior to the close of business on the business day immediately preceding December 15, 2031, the 2026 Notes are convertible at the option of the holders only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2026 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to
130
% of the conversion price on each applicable trading day; (2) during the five business-day period after any five consecutive trading-day period (the measurement period) in which the trading price per $1,000 principal amount of the notes for each trading day of the measurement period was less than
98
% of the product of the last reported sale price of the common stock and the conversion rate on each such trading day; (3) upon the occurrence of specified corporate events; or (4) upon redemption by us. On or after December 15, 2031, until the close of business on the second scheduled trading day immediately preceding March 15, 2032, holders of the notes may convert all or a portion of their notes at any time. Upon conversion, we will pay cash up to the aggregate principal amount of the notes to be converted and pay and/or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at our election, in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the notes being converted.
No sinking fund is provided for the 2026 Notes. Subsequent to March 20, 2030 and prior to December 15, 2031, we may redeem for cash all or part of the 2026 Notes, at our option, if the last reported sales price of common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related notice of the redemption. However, we may not redeem less than all of the outstanding notes unless at least $
100.0
million aggregate principal amount of notes are outstanding and not called for redemption as of the time we send related redemption notices. The redemption price of each note to be redeemed will be the principal amount of such note, plus accrued and unpaid additional interest, if any. Upon the occurrence of a fundamental change (as defined in the indenture governing the 2026 Notes), subject to a limited exception described in the indenture governing the notes, holders may require us to repurchase all or a portion of their notes for cash at a price equal to 100% of the principal amounts of the 2026 Notes plus accrued and unpaid additional interest to, but not including, the fundamental change repurchase date (as defined in the indenture governing the 2026 Notes).
The 2026 Notes are senior unsecured obligations and rank equally in right of payment with all of our existing and future unsubordinated debt and senior in right of payment to any future debt that is expressly subordinated in right of payment to the notes. The notes will be effectively subordinated to any of our existing and future secured debt to the extent of the assets securing such indebtedness. The notes will be structurally subordinated to all existing debt and any future debt and any other liabilities of our subsidiaries.
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Debt Maturities
The amount of required minimum principal payments on our debt in aggregate over the next five years is as follows:
Year Ending December 31,
Minimum Payments
In thousands
2026 (amount remaining at September 30, 2026)
$
—
2027
—
2028
—
2029
—
2030
805,000
Thereafter
805,000
Total minimum payments on debt
$
1,610,000
Note 7:
Derivative Financial Instruments
As part of our risk management strategy, we use derivative instruments to hedge certain foreign currency and interest rate exposures. Refer to Note 12: Shareholders' Equity for additional disclosures on our derivative instruments.
Derivatives Not Designated as Hedging Relationships
We are exposed to foreign exchange risk when we enter into non-functional currency transactions, both intercompany and third party. At each period-end, non-functional currency monetary assets and liabilities are revalued with the change recognized within other income (expense) in our Consolidated Statements of Operations. We enter into monthly foreign exchange forward contracts, which are not designated for hedge accounting, with the intent to reduce earnings volatility associated with currency exposures. As of September 30, 2026, a total of
35
contracts were offsetting our exposures from the euro, pound sterling, Indonesian rupiah, Canadian dollar, Australian dollar, and various other currencies, with notional amounts ranging from $
111,975
to $
25.4
million.
We will continue to monitor and assess our interest rate and foreign exchange risk and may institute additional derivative instruments to manage such risk in the future.
Note 8:
Defined Benefit Pension Plans
We sponsor both funded and unfunded defined benefit pension plans offering death and disability, retirement, and special termination benefits for certain of our international employees, primarily in Germany, France, India, and Indonesia. The defined benefit obligation is calculated annually by using the projected unit credit method. The measurement date for the pension plans was December 31, 2025.
Amounts recognized on the Consolidated Balance Sheets consist of:
In thousands
September 30, 2026
December 31, 2025
Assets
Plan assets in other long-term assets
$
309
$
334
Liabilities
Current portion of pension benefit obligation in wages and benefits payable
$
5,076
$
4,376
Long-term portion of pension benefit obligation
59,804
61,998
Pension benefit obligation, net
$
64,571
$
66,040
Our asset investment strategy focuses on maintaining a portfolio using primarily insurance funds, which are accounted for as investments and measured at fair value, in order to achieve our long-term investment objectives on a risk adjusted basis. Our general funding policy for these qualified pension plans is to contribute amounts sufficient to satisfy regulatory funding standards of the respective countries for each plan.
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Table of Contents
Net periodic pension benefit cost for our plans include the following components:
Three Months Ended September 30,
Nine Months Ended September 30,
In thousands
2026
2025
2026
2025
Service cost
$
627
$
687
$
1,998
$
2,075
Interest cost
755
749
2,298
2,183
Expected return on plan assets
(
87
)
(
81
)
(
263
)
(
232
)
Amortization of prior service costs
28
34
87
101
Amortization of actuarial net loss
(
148
)
(
101
)
(
446
)
(
295
)
Net periodic benefit cost
$
1,175
$
1,288
$
3,674
$
3,832
The components of net periodic benefit cost, other than the service cost component, are included in total other income (expense) on the Consolidated Statements of Operations.
Note 9:
Stock-Based Compensation
We grant stock-based compensation awards, including restricted stock units, phantom stock, and unrestricted stock units, under the Second Amended and Restated 2010 Stock Incentive Plan (Stock Incentive Plan). Prior to December 31, 2020, stock options were also granted as part of the stock-based compensation awards. In the Stock Incentive Plan, we have
13,991,273
shares of common stock authorized for issuance subject to stock splits, dividends, and other similar events, and at September 30, 2026,
2,812,196
shares were available for grant. We issue new shares of common stock upon the exercise of stock options or when vesting conditions on restricted stock units are fully satisfied. These shares are subject to a fungible share provision such that the authorized share available for grant under the Plan is reduced by (i)
one
share for every one share subject to a stock option or share appreciation right granted and (ii)
1.7
shares for every one share of common stock that was subject to an award other than an option or share appreciation right.
We also award phantom stock units, which are settled in cash upon vesting and accounted for as liability-based awards, with no impact to the shares available for grant.
In addition, we maintain the Employee Stock Purchase Plan (ESPP), for which
408,726
shares of common stock were available for future issuance at September 30, 2026.
ESPP activity and stock-based grants other than restricted stock units were not significant for the three and nine months ended September 30, 2026 and 2025.
Stock-Based Compensation Expense
Total stock-based compensation expense and the related tax benefit were as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
In thousands
2026
2025
2026
2025
Restricted stock units
$
11,875
$
14,254
$
43,520
$
47,210
Unrestricted stock awards
336
169
1,007
609
Phantom stock units
1,441
1,115
3,983
3,681
Total stock-based compensation
$
13,652
$
15,538
$
48,510
$
51,500
Related tax benefit
$
2,962
$
3,547
$
10,798
$
11,759
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Stock Options
A summary of our stock option activity is as follows:
Shares
Weighted
Average Exercise
Price per Share
Weighted Average
Remaining
Contractual Life
Aggregate
Intrinsic Value
Weighted
Average Grant
Date Fair Value
In thousands
Years
In thousands
Outstanding, January 1, 2025
274
$
64.55
3.2
$
12,087
Granted
—
—
$
—
Exercised
(
85
)
39.62
6,386
Forfeited
—
—
Canceled
—
—
Outstanding, September 30, 2025
189
$
75.70
3.3
$
9,268
Outstanding, January 1, 2026
187
$
75.89
3.1
$
3,188
Granted
—
—
$
—
Exercised
(
5
)
68.66
176
Forfeited
—
—
Canceled
—
—
Outstanding, September 30, 2026
182
$
76.12
2.4
$
1,900
Exercisable, September 30, 2026
182
$
76.12
2.4
$
1,900
At September 30, 2026, all stock-based compensation expense related to nonvested stock options has been recognized.
Restricted Stock Units
The following table summarizes restricted stock unit activity:
In thousands, except fair value
Number of
Restricted Stock Units
Weighted
Average Grant
Date Fair Value
Aggregate
Intrinsic Value
Outstanding, January 1, 2025
831
Granted
317
$
98.35
Released
(1)
(
542
)
$
55,062
Forfeited
(
30
)
Outstanding, September 30, 2025
576
Outstanding, January 1, 2026
790
$
88.51
Granted
374
99.16
Released
(1)
(
553
)
90.49
$
53,570
Forfeited
(
16
)
93.74
Outstanding, September 30, 2026
595
96.44
Vested but not released, September 30, 2026
42
$
3,613
(1)
Shares released is presented as gross shares and does not reflect shares withheld by us for employee payroll tax obligations.
At September 30, 2026, total unrecognized compensation expense on restricted stock units was $
51.8
million, which is expected to be recognized over a weighted average period of approximately
1.6
years.
17
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The weighted average assumptions used to estimate the fair value of performance-based restricted stock units granted with a service and market condition and the resulting weighted average fair value are as follows:
Nine Months Ended September 30,
2026
2025
Expected volatility
38.9
%
40.7
%
Risk-free interest rate
3.5
%
4.2
%
Expected term (years)
2.9
2.9
Weighted average fair value
$
110.31
$
105.89
Note 10:
Income Taxes
We determine the interim tax benefit (provision) by applying an estimate of the annual effective tax rate to the year-to-date pretax book income (loss) and adjusting for discrete items during the reporting period, if any. Tax jurisdictions with losses for which tax benefits cannot be realized, as well as significant unusual or infrequently occurring items that are separately reported, are excluded from the annual effective tax rate.
Our tax rate for the three and nine months ended September 30, 2026 of
27
% and
27
% differed from the federal statutory rate of
21
% due to the impact of valuation allowances on deferred tax assets, the forecasted mix of earnings in domestic and international jurisdictions, an intra-entity asset transfer, the effect of cross-border tax laws, nondeductible executive compensation, a benefit related to stock-based compensation, tax credits, state taxes, and uncertain tax positions. During the second quarter we completed an intra-entity asset transfer, resulting in an increase in our tax rate compared with the first quarter.
Our tax rate for the three and nine months ended September 30, 2025 of
27
% and
22
% differed from the federal statutory rate of
21
% and overall was impacted by the effect of valuation allowances on deferred tax assets, the forecasted mix of earnings in domestic and international jurisdictions, the effect of cross-border tax laws, nondeductible executive compensation, a benefit related to stock-based compensation, tax credits, state taxes, and uncertain tax positions.
A sweeping legislative package formally titled "An act to provide for reconciliation pursuant to title II of H. Con. Res. 14" (the "Act"), and commonly referred to as the One Big Beautiful Bill Act, was signed into law on July 4, 2025. The legislation included numerous changes to existing tax law that took effect in 2026. There were also changes that were retroactive to the beginning of 2025, including the deductibility of current and previously capitalized domestic research and development costs. These changes did not have a significant impact on our consolidated financial statements.
The Organization for Economic Cooperation and Development (OECD) guidance under the Base Erosion and Profit Shifting (BEPS) initiative aims to minimize perceived tax abuses and modernize global tax policy, including the implementation of a global minimum effective tax rate of 15%. In December 2022, the Council of the European Union adopted OECD Pillar 2 for implementation by European Union member states by December 31, 2023. The resulting legislation in most countries where Itron has significant operations took effect for calendar year 2024. We filed our Global Information Return relating to tax year 2024, which resulted in no material top-up taxes. The OECD released further guidance on January 6, 2026, which included new and revised safe harbor rules, including a new permanent safe harbor, and the framework for a "side-by-side" agreement that would exempt US-based multinational companies from all top-up taxes, other than qualified domestic top-up taxes imposed on subsidiaries in their countries of residence. Enactment through legislation will be required in order for this additional guidance to be effective and is expected to only be effective for years after 2025. These enactments or amendments could adversely affect our tax rate and ultimately result in a negative impact on our operating results and cash flows. Consistent with calculations for calendar years 2024 and 2025, the Company anticipates it will meet the safe harbors in most jurisdictions in 2026, and any remaining top-up tax should be immaterial.
We classify interest expense and penalties related to unrecognized tax benefits and interest income on tax overpayments as components of income tax expense.
The net interest and penalties expense recognized were as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
In thousands
2026
2025
2026
2025
Net interest and penalties expense
$
754
$
1,498
$
2,051
$
3,548
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Accrued interest and penalties recognized were as follows:
In thousands
September 30, 2026
December 31, 2025
Accrued interest
$
5,941
$
3,909
Accrued penalties
130
137
Unrecognized tax benefits related to uncertain tax positions and the amount of unrecognized tax benefits that, if recognized, would affect our effective tax rate were as follows:
In thousands
September 30, 2026
December 31, 2025
Unrecognized tax benefits related to uncertain tax positions
$
69,203
$
68,926
The amount of unrecognized tax benefits that, if recognized, would affect our effective tax rate
69,191
68,913
At September 30, 2026, we are under examination by certain tax authorities. We believe we have appropriately accrued for the expected outcome of all tax matters and do not currently anticipate that the ultimate resolution of these examinations will have a material adverse effect on our financial condition, future results of operations, or cash flows.
We file income tax returns in various jurisdictions. The material jurisdictions where we are subject to examination include, among others, the United States, Canada, France, Germany, India, Italy, Indonesia, Israel, and the United Kingdom.
Note 11:
Commitments and Contingencies
Guarantees and Indemnifications
We are often required to obtain standby letters of credit (LOCs) or bonds in support of our obligations for customer contracts. These standby LOCs or bonds typically provide a guarantee to the customer for our future performance, which typically covers the installation phase of a contract and may, on occasion, cover the operations and maintenance phase of outsourcing contracts.
Our available lines of credit, outstanding standby LOCs, and bonds were as follows:
In thousands
September 30, 2026
December 31, 2025
Credit facility
Multicurrency revolving line of credit
$
750,000
$
750,000
Standby LOCs issued and outstanding
(
27,684
)
(
43,824
)
Net available for additional borrowings under the multicurrency revolving line of credit
$
722,316
$
706,176
Net available for additional standby LOCs under sub-facility
$
272,316
$
256,176
Unsecured multicurrency revolving lines of credit with various financial institutions
Multicurrency revolving lines of credit
$
94,049
$
98,128
Standby LOCs issued and outstanding
(
28,482
)
(
25,815
)
Net available for additional borrowings and LOCs
$
65,567
$
72,313
Unsecured surety bonds in force
$
678,730
$
522,098
In the event any such standby LOC or bond were called, we would be obligated to reimburse the issuer of the standby LOC or bond. As of October 27, 2026, we are not aware of any valid claims against our outstanding standby LOCs or bonds.
We generally provide an indemnification related to the infringement of any patent, copyright, trademark, or other intellectual property right on software or equipment within our sales contracts, which indemnifies the customer from, and pays the resulting costs, damages, and attorney's fees awarded against a customer with respect to, such a claim provided that (a) the customer promptly notifies us in writing of the claim and (b) we have the sole control of the defense and all related settlement negotiations. We may also provide an indemnification to our customers for third-party claims resulting from damages caused by the negligence or willful misconduct of our employees/agents in connection with the performance of certain contracts. The terms of our indemnifications generally do not limit the maximum potential payments. It is not possible to predict the maximum potential amount of future payments under these or similar agreements.
19
Table of Contents
Legal Matters
We are subject to various legal proceedings and claims of which the outcomes are subject to significant uncertainty. Our policy is to assess the likelihood of any adverse judgments or outcomes related to legal matters, as well as ranges of probable losses. A determination of the amount of the liability required, if any, for these contingencies is made after an analysis of each known issue. A liability would be recognized and charged to operating expense when we determine that a loss is probable and the amount can be reasonably estimated. Additionally, we disclose contingencies for which a material loss is reasonably possible, but not probable.
Warranty
A summary of the warranty accrual account activity is as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
In thousands
2026
2025
2026
2025
Beginning balance
$
17,949
$
20,767
$
18,218
$
22,141
New product warranties
1,051
941
3,297
3,424
Other adjustments and expirations, net
424
1,034
2,236
2,443
Claims activity
(
2,379
)
(
2,499
)
(
6,596
)
(
8,272
)
Effect of change in exchange rates
2
(
14
)
(
108
)
493
Ending balance
17,047
20,229
17,047
20,229
Less: current portion of warranty
9,847
12,867
9,847
12,867
Long-term warranty
$
7,200
$
7,362
$
7,200
$
7,362
Total warranty expense is classified within cost of revenues and consists of new product warranties issued, costs related to insurance and supplier recoveries, other changes and adjustments to warranties, and customer claims.
Warranty expense was as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
In thousands
2026
2025
2026
2025
Total warranty expense
$
1,475
$
1,975
$
5,533
$
5,867
Note 12:
Shareholders' Equity
Preferred Stock
We have authorized the issuance of
10
million shares of preferred stock with
no
par value. In the event of a liquidation, dissolution, or winding up the affairs of the corporation, whether voluntary or involuntary, the holders of any outstanding preferred stock would be entitled to be paid a preferential amount per share to be determined by the Board of Directors prior to any payment to holders of common stock. There was
no
preferred stock issued or outstanding at September 30, 2026 or December 31, 2025.
Stock Repurchase Programs
On May 6, 2026, the Company's Board of Directors authorized a new share repurchase program of up to $
200
million of Itron's common stock over an 18-month period, effective May 8, 2026 (the 2026 Stock Repurchase Program). Repurchases will be made in the open market and pursuant to the terms of any Rule 10b5-1 plans that Itron may enter into, and in accordance with applicable securities laws. The repurchase program is intended to comply with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. Depending on market conditions and other factors, these repurchases may be commenced or suspended from time to time without prior notice. No repurchases to date under the 2026 Stock Repurchase Program.
Effective November 10, 2025, Itron's Board of Directors authorized a repurchase up to $
250
million of our common stock over an 18-month period (the 2025 Stock Repurchase Program). Repurchases will be made in the open market and pursuant to the terms of any Rule 10b5-1 plans that Itron may enter into, and in accordance with applicable securities laws. The repurchase program is intended to comply with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. Depending on market conditions and other factors, these repurchases may be commenced or suspended from time to time without prior notice.
In February 2026, we repurchased
1,050,309
shares of common stock for a total of
$
100
million
. During the
second quarter of 2026, we repurchased
644,188
shares of common stock for a total of $
52.2
million.
20
Table of Contents
2021 Call Option Transactions
We paid an aggregate amount of $
84.1
million for the 2021 call option transactions. The 2021 call option transactions covered, subject to anti-dilution adjustments substantially similar to those in the 2021 Notes, approximately
3.7
million shares of our common stock, the same number of shares initially underlying the 2021 Notes, at a strike price of approximately $
126.00
, subject to customary adjustments. The 2021 call option transactions expired upon the maturity of the 2021 Notes. The 2021 call option transactions met the criteria in ASC 815-40 to be classified within Stockholders' Equity, and therefore were not revalued after their issuance. We made a tax election to integrate the 2021 Notes and the 2021 call option transactions. We retained the identification statements in our books and records, together with a schedule providing the accruals on the synthetic debt instruments. The accounting impact of this tax election made the call options deductible as original issue discount for tax purposes over the term of the 2021 Notes, and resulted in a $
20.6
million deferred tax asset recognized through equity.
Warrant Transactions
In addition, concurrently with entering into the 2021 call option transactions, we separately entered into privately-negotiated warrant transactions (the warrant transactions), whereby we sold to the counterparties warrants to acquire, collectively, subject to anti-dilution adjustments,
3.7
million shares of our common stock at an initial strike price of $
180.00
per share, which represented a premium of
100
% over the public offering price in the common stock issuance. We received aggregate proceeds of $
45.3
million from the warrant transactions with the counterparties, with such proceeds partially offsetting the costs of entering into the convertible note hedge transactions. The warrants began to expire in June 2026. The market value per share of our common stock, as measured under the warrant transactions, did not exceed the strike price of the warrants, and therefore all warrants had an anti-dilutive effect on our earnings per share. The warrants meet the criteria in ASC 815-40 to be classified within Stockholders' Equity, and therefore the warrants were not revalued after issuance. The warrants fully expired October 6, 2026.
2024 Capped Call Transactions
In connection with the issuance of the 2024 Notes, we entered into privately negotiated capped call transactions on our common stock with certain commercial banks. The 2024 capped call transactions cover, subject to anti-dilution adjustments substantially similar to those in the 2024 Notes, approximately
6.1
million shares of our common stock, the same number of shares initially underlying the convertible notes, at a strike price of approximately $
131.2353
, subject to customary adjustments. The cap price of the 2024 capped call transactions will initially be $
205.86
per share, which represents a premium of 100% over the last reported stock price per share of the Company's common stock on June 17, 2024, and is subject to certain adjustments under the terms of the 2024 capped call transactions. The 2024 capped call transactions will expire upon the maturity of the 2024 Notes, subject to earlier exercise or termination.
We made a tax election to integrate the 2024 Notes and the 2024 capped call transactions. We are retaining the identification statements in our books and records, together with a schedule providing the accruals on the synthetic debt instruments. The accounting impact of this tax election makes the capped call transactions deductible as original issue discount for tax purposes over the term of the 2024 Notes, and results in a $
26.7
million deferred tax asset recognized through equity.
2026 Capped Call Transactions
In connection with the issuance of the 2026 Notes, we entered into privately negotiated capped call transactions on our common stock with certain commercial banks. The 2026 capped call transactions cover, subject to anti-dilution adjustments substantially similar to those in the 2026 Notes, approximately
6.5
million shares of our common stock, the same number of shares initially underlying the convertible notes, at a strike price of approximately $
123.77
, subject to customary adjustments. The cap price of the 2026 capped call transactions initially is $
190.42
per share, which represents a premium of 100% over the last reported stock price per share of the Company's common stock on February 23, 2026, and is subject to certain adjustments under the terms of the 2026 capped call transactions. The 2026 capped call transactions will expire upon the maturity of the 2026 Notes, subject to earlier exercise or termination.
We made a tax election to integrate the 2026 Notes and the 2026 capped call transactions. We are retaining the identification statements in our books and records, together with a schedule providing the accruals on the synthetic debt instruments. The accounting impact of this tax election makes the capped call transactions deductible as original issue discount for tax purposes over the term of the 2026 Notes, and results in a $
22.4
million deferred tax asset recognized through equity.
21
Table of Contents
Accumulated Other Comprehensive Income (Loss)
The changes in the components of accumulated other comprehensive income (loss) (AOCI), net of tax, were as follows:
In thousands
Foreign Currency Translation Adjustments
Net Unrealized Gain (Loss) on Derivative Instruments
Net Unrealized Gain (Loss) on Nonderivative Instruments
Pension Benefit Obligation Adjustments
Accumulated Other Comprehensive Income (Loss)
Balances at January 1, 2025
$
(
97,556
)
$
(
210
)
$
(
14,380
)
$
2,215
$
(
109,931
)
OCI before reclassifications
47,163
—
—
8
47,171
Amounts reclassified from AOCI
—
—
—
(
148
)
(
148
)
Total other comprehensive income (loss)
47,163
—
—
(
140
)
47,023
Balances at September 30, 2025
$
(
50,393
)
$
(
210
)
$
(
14,380
)
$
2,075
$
(
62,908
)
Balances at January 1, 2026
$
(
46,603
)
$
(
210
)
$
(
14,380
)
$
4,688
$
(
56,505
)
OCI before reclassifications
(
19,445
)
—
—
—
(
19,445
)
Amounts reclassified from AOCI
—
—
—
(
321
)
(
321
)
Total other comprehensive income (loss)
(
19,445
)
—
—
(
321
)
(
19,766
)
Balances at September 30, 2026
$
(
66,048
)
$
(
210
)
$
(
14,380
)
$
4,367
$
(
76,271
)
The before-tax, income tax (provision) benefit, and net-of-tax amounts related to each component of other comprehensive income (OCI) were as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
In thousands
2026
2025
2026
2025
Before-tax amount
Foreign currency translation adjustment
$
(
1,758
)
$
(
3,108
)
$
(
19,650
)
$
47,307
Net unrealized gain (loss) on defined benefit plans
—
—
—
11
Net defined benefit plan (gain) loss reclassified to net income
(
120
)
(
67
)
(
359
)
(
194
)
Total other comprehensive income (loss), before tax
$
(
1,878
)
$
(
3,175
)
$
(
20,009
)
$
47,124
Tax (provision) benefit
Foreign currency translation adjustment
$
16
$
103
$
205
$
(
144
)
Net unrealized gain (loss) on defined benefit plans
—
(
2
)
—
(
3
)
Net defined benefit plan (gain) loss reclassified to net income
12
35
38
46
Total other comprehensive income (loss) tax (provision) benefit
$
28
$
136
$
243
$
(
101
)
Net-of-tax amount
Foreign currency translation adjustment
$
(
1,742
)
$
(
3,005
)
$
(
19,445
)
$
47,163
Net unrealized gain (loss) on defined benefit plans
—
(
2
)
—
8
Net defined benefit plan (gain) loss reclassified to net income
(
108
)
(
32
)
(
321
)
(
148
)
Total other comprehensive income (loss), net of tax
$
(
1,850
)
$
(
3,039
)
$
(
19,766
)
$
47,023
22
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Note 13:
Fair Value of Financial Instruments
The fair values at September 30, 2026 and December 31, 2025 do not reflect subsequent changes in the economy, interest rates, tax rates, and other variables that may affect the determination of fair value.
September 30, 2026
December 31, 2025
In thousands
Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
Credit facility
Multicurrency revolving line of credit
$
—
$
—
$
—
$
—
Convertible notes
1,577,039
1,517,852
1,248,327
1,277,442
The following methods and assumptions were used in estimating fair values:
Cash and cash equivalents:
Due to the liquid nature of these instruments, the carrying amount approximates fair value (Level 1).
Credit facility - multicurrency revolving line of credit (revolver):
The revolver is not traded publicly. When there are amounts borrowed and outstanding, the fair values, which are determined based upon a hypothetical market participant, are calculated using a discounted cash flow model with Level 2 inputs, including estimates of incremental borrowing rates for debt with similar terms, maturities, and credit profiles. Refer to Note 6: Debt for further discussion of our debt.
Convertible notes:
The convertible notes are not listed on any securities exchange but may be actively traded. The fair value is estimated using Level 1 inputs, as it is based on quoted prices for these instruments in active markets.
Note 14:
Segment Information
We operate under the Itron brand worldwide and manage and report under
four
reportable segments: Device Solutions, Networked Solutions, Outcomes, and Resiliency Solutions. Resiliency Solutions is a new reportable segment starting in the fourth quarter of 2025. We define these segments based on the structure in which internally reported financial information is regularly provided to the chief operating decision maker (CODM) to analyze financial performance, make strategic decisions, and allocate resources. The Company's CODM is the chief executive officer.
Segment Products
Device Solutions
– This segment primarily includes hardware products used for measurement, control, or sensing. Examples from the Device Solutions portfolio include: standard endpoints that are shipped without Itron communications, such as our standard electricity, gas, and water meters for a variety of global markets and adhering to regulations and standards within those markets, as well as our heat and allocation products; communicating meters designed to operate outside of Itron end-to-end solutions and designed to meet market requirements; and the implementation and installation of associated devices.
Networked Solutions
– This segment primarily includes a combination of communicating endpoints (e.g., smart meters, modules, endpoints, and sensors), network infrastructure, network design services, and associated headend management and application software designed and sold as a complete solution for acquiring and transporting robust application-specific data. Networked Solutions includes products, software and services for the implementation, installation, and management of communicating endpoints and data networks. The Industrial Internet of Things (IIoT) solutions supported by this segment include automated meter reading (AMR) and advanced metering infrastructure (AMI) for electricity, water, and gas; distributed energy resource management (DERMs); grid edge devices; distribution automation communications; smart lighting; and smart city sensors and applications. Our IIoT platform allows utility and smart city applications to be run and managed on a flexible, secure, and interoperable multi-purpose network.
Outcomes
– This segment primarily includes our value-added, enhanced software and services, including use of distributed compute to manage, organize, analyze, and interpret raw, anonymized data using artificial intelligence, machine learning, statistical modeling, and other analytics. This delivers new value for utilities, municipalities, and cities through improving decision making, maximizing operational profitability, engaging consumers, ensuring safety, enhancing resource efficiency, and improving grid resiliency and reliability. Outcomes supports high-value use cases, such as data management, grid planning and operations, AMI operations, gas distribution safety, non-revenue water reduction, revenue assurance, distributed energy resources (DER) management, energy forecasting, consumer engagement, and smart payment. Utilities leverage these outcomes to unlock the capabilities of their networks and devices, improve the productivity of their workforce, increase the reliability of
23
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their operations, manage and optimize the proliferation of DERs, address grid complexity, and enhance the customer experience. Revenue from these offerings are primarily recurring in nature and would include any direct management of Device Solutions, Networked Solutions, and other third-parties' products on behalf of our end customers.
Resiliency Solutions
– This segment primarily includes software and services for worker safety, emergency preparedness and response, damage prevention, and digital construction management for critical infrastructure providers and their supporting contractors. These solutions enable utilities to plan smarter, respond faster, and operate more safely and are enhanced through the use of artificial intelligence-based models to predict events to aid in compliance, incident remedy, and prevention.
Intersegment revenues are minimal. Certain operating expenses are allocated to the reportable segments based upon internally established allocation methodologies. Corporate operating expenses, interest income, interest expense, other income (expense), and the income tax provision (benefit) are neither allocated to the segments, nor are they included in the measure of segment performance. These amounts are not included in the significant segment expense amounts below. Goodwill impairment charges are recognized in Corporate unallocated. No asset information for reportable segments is provided to the CODM. We do not manage the performance of the segments on a balance sheet basis. Other income (expense) primarily includes interest income, interest expense, and amortization of prepaid debt fees, and is not allocated to our segments.
The CODM assesses the segments' performance primarily by using each segment's adjusted operating income, predominantly in the annual budget and periodic forecasting processes. The CODM considers budget-to-actual and forecast-to-actual variances for these measures when making decisions about the allocation of operating and capital resources to each segment, including evaluating pricing strategy. Prior to the fourth quarter of 2025, the CODM used gross margin as the primary segment performance metric. Starting in the fourth quarter of 2025, the CODM believes adjusted segment operating income provides a more complete metric for allocating resources and assessing segment performance in line with our recent business acquisition and exclusion of amortization of core-developed technology.
24
Table of Contents
Information about our reportable segments and Corporate unallocated and the reconciliation to income before income taxes was as follows:
Three Months Ended September 30, 2026
In thousands
Device Solutions
Networked Solutions
Outcomes
Resiliency Solutions
Total
Product revenues
$
101,189
$
359,581
$
27,276
$
956
$
489,002
Service revenues
331
29,921
64,965
15,114
110,331
Total revenues
101,520
389,502
92,241
16,070
599,333
Adjusted cost of revenues
(1)
65,620
226,817
55,339
4,117
Adjusted sales, general and administrative
2,887
6,991
4,464
3,148
Adjusted research and development
4,162
25,274
13,610
4,592
Adjusted segment operating income
28,851
130,420
18,828
4,213
182,312
Reconciliation of adjusted segment operating income
Amortization of core-developed technology intangible assets
(
2,570
)
Corporate unallocated expenses
(
84,254
)
Total other income (expense)
1,533
Consolidated income before income taxes
$
97,021
(1)
Excludes amortization of core-developed technology intangible assets.
Nine Months Ended September 30, 2026
In thousands
Device Solutions
Networked Solutions
Outcomes
Resiliency Solutions
Total
Product revenues
$
335,857
$
989,929
$
92,031
$
2,448
$
1,420,265
Service revenues
1,485
89,474
192,519
45,474
328,952
Total revenues
337,342
1,079,403
284,550
47,922
1,749,217
Adjusted cost of revenues
(1)
218,664
628,491
170,244
12,354
Adjusted sales, general and administrative
8,890
21,457
14,290
8,877
Adjusted research and development
12,524
76,838
38,291
13,771
Adjusted segment operating income
97,264
352,617
61,725
12,920
524,526
Reconciliation of adjusted segment operating income
Amortization of core-developed technology intangible assets
(
7,635
)
Corporate unallocated expenses
(
277,760
)
Total other income (expense)
5,291
Consolidated income before income taxes
$
244,422
(1)
Excludes amortization of core-developed technology intangible assets.
25
Table of Contents
Three Months Ended September 30, 2025
In thousands
Device Solutions
Networked Solutions
Outcomes
Total
Product revenues
$
103,097
$
365,378
$
25,848
$
494,323
Service revenues
525
28,324
58,453
87,302
Total revenues
103,622
393,702
84,301
581,625
Adjusted cost of revenues
(1)
71,615
238,941
51,524
Adjusted sales, general and administrative
2,900
6,695
3,707
Adjusted research and development
4,232
26,186
12,264
Adjusted segment operating income
24,875
121,880
16,806
163,561
Reconciliation of adjusted segment operating income
Amortization of core-developed technology intangible assets
—
Corporate unallocated expenses
(
81,778
)
Total other income (expense)
8,918
Consolidated income before income taxes
$
90,701
(1)
Excludes amortization of core-developed technology intangible assets.
Nine Months Ended September 30, 2025
In thousands
Device Solutions
Networked Solutions
Outcomes
Total
Product revenues
$
340,423
$
1,119,381
$
74,844
$
1,534,648
Service revenues
1,830
85,987
173,072
260,889
Total revenues
342,253
1,205,368
247,916
1,795,537
Adjusted cost of revenues
(1)
238,902
744,650
151,603
Adjusted sales, general and administrative
9,856
20,852
12,420
Adjusted research and development
12,695
80,878
37,070
Adjusted segment operating income
80,800
358,988
46,823
486,611
Reconciliation of adjusted segment operating income
Amortization of core-developed technology intangible assets
—
Corporate unallocated expenses
(
252,202
)
Total other income (expense)
22,053
Consolidated income before income taxes
$
256,462
(1)
Excludes amortization of core-developed technology intangible assets.
For the three and nine months ended September 30, 2025, and the nine months ended September 30, 2026, no single customer represented more than 10% of total company revenue. For the three months ended September 30, 2026, one customer represented
10.4
% of total company revenue. This revenue is included in both the Networked Solutions and Outcomes reporting segments.
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Revenues by region were as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
In thousands
2026
2025
2026
2025
United States and Canada
$
500,884
$
477,715
$
1,403,719
$
1,464,462
Europe, Middle East, and Africa
72,721
75,202
257,822
250,107
Asia Pacific
25,728
28,708
87,676
80,968
Total Company
$
599,333
$
581,625
$
1,749,217
$
1,795,537
Depreciation expense and amortization expense recognized in cost of revenues is allocated to the reportable segments based upon each segment's use of the assets. All amortization expense recognized in operating expenses is recognized within Corporate unallocated.
Depreciation and amortization of intangible assets expense associated with our reportable segments and Corporate unallocated was as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
In thousands
2026
2025
2026
2025
Device Solutions
$
2,044
$
2,269
$
6,369
$
6,583
Networked Solutions
2,876
3,456
8,965
10,532
Outcomes
1,647
1,317
5,098
3,933
Resiliency Solutions
2,663
—
7,799
—
Corporate unallocated
9,210
4,997
27,371
15,173
Total Company
$
18,440
$
12,039
$
55,602
$
36,221
Note 15: Revenues
A summary of significant net changes in the contract assets and the contract liabilities balances during the period is as follows:
In thousands
Contract Liabilities, Less Contract Assets
Beginning balance, January 1, 2026
$
151,350
Changes due to business combination
22,442
Revenues recognized from beginning contract liability
(
128,240
)
Cumulative catch-up adjustments
309
Increases due to amounts collected or due
343,952
Revenues recognized from current period increases
(
180,802
)
Other
(
29
)
Ending balance, September 30, 2026
$
208,982
On January 1, 2026, total contract assets were $
83.7
million, including $
17.2
million in long-term contract assets and total contract liabilities were $
235.1
million. On September 30, 2026, total contract assets were $
82.1
million, including $
17.8
million in long-term contract assets, and total contract liabilities were $
291.0
million. The contract assets primarily relate to contracts that include a retention clause and allocations related to contracts with multiple performance obligations. The contract liabilities primarily relate to deferred revenue, such as extended warranty and maintenance agreements. The cumulative catch-up adjustments relate to contract modifications, measure-of-progress changes, and changes in the estimate of the transaction price. Refer to Note 16: Business Combinations for additional information.
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Transaction price allocated to the remaining performance obligations
Total transaction price allocated to remaining performance obligations represents committed but undelivered products and services for contracts and purchase orders at period end. Twelve-month remaining performance obligations represent the portion of total transaction price allocated to remaining performance obligations that we estimate will be recognized as revenue over the next 12 months.
The total transaction price allocated to remaining performance obligations is not a complete measure of our future revenues because we also receive orders that include customer-requested legal termination rights, often due to the regulatory requirements or other customer policies; however, these rights are not necessarily indicative of an expectation that the customer will terminate the order.
Total transaction price allocated to remaining performance obligations related to contracts is approximately $
0.9
billion for the next
12
months and approximately $
0.9
billion for periods longer than 12 months. The total remaining performance obligations consist of product and service components. The service component relates primarily to maintenance agreements for which customers pay a full year's maintenance in advance and service revenues are generally recognized over the service period. Total transaction price allocated to remaining performance obligations also includes our extended warranty contracts, for which revenue is recognized over the extended warranty period and hardware, which is recognized as units are delivered. The estimate of when remaining performance obligations will be recognized requires significant judgment.
Cost to obtain a contract and cost to fulfill a contract with a customer
Cost to obtain a contract and costs to fulfill a contract were capitalized and amortized using a systematic rational approach to align with the transfer of control of underlying contracts with customers. While amounts were capitalized, they are not material.
Disaggregation of revenue
Refer to Note 14: Segment Information and the Consolidated Statements of Operations for disclosure regarding the disaggregation of revenue into categories, which depict how revenue and cash flows are affected by economic factors. Specifically, our reportable segments and geographical regions, as disclosed, and categories for products, which include hardware and software and services, are presented.
Note 16:
Business Combinations
During the fourth quarter of 2025 and the first quarter of 2026, we completed
two
acquisitions that, individually or in the aggregate, did not have a material impact on our results of operations, financial condition, or cash flows.
Locusview, Ltd.
On January 5, 2026, we completed the acquisition of
100
%
of the outstanding equity of Locusview, Ltd. and subsidiaries (collectively, Locusview) a privately held utility-focused software and services company that is based in the United States and Israel. The acquisition provides value to Itron through the leverage of Locusview's digital construction management solutions to enhance Itron's Resiliency Solutions offerings to its customers.
The purchase price allocated to acquired assets and liabilities was $
546.4
million, which was funded through cash on hand.
Subsequent to the acquisition date, we made certain measurement period adjustments to the preliminary purchase price allocation, which resulted in an increase to goodwill of $
367,000
.
The allocation of the purchase price to acquired assets and liabilities assumed remains preliminary. The areas that remain provisional primarily relate to income taxes and accrued liabilities.
Urbint, Inc.
On November 3, 2025, we completed the acquisition of
100
% of the outstanding equity of Urbint, Inc. (Urbint), a privately held software and services company, based in Florida, serving utilities. The acquisition provides value to Itron through the leverage of Urbint's artificial intelligence (AI)-powered operational resilience solutions to enhance our offerings to our customers. Upon acquisition, Urbint became a wholly owned subsidiary of Itron and operates within the Resiliency Solutions segment. The purchase price allocated to acquired assets and liabilities was $
330.6
million, which was funded through cash on hand.
Subsequent to the acquisition date, we made certain measurement period adjustments to the purchase price allocation, which resulted in a decrease to goodwill of $
397,000
.
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Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the unaudited consolidated financial statements and notes included in this report and with the consolidated financial statements and the notes thereto for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (SEC) in our Annual Report on Form 10-K on February 17, 2026 (2025 Annual Report).
The objective of Management's Discussion and Analysis is to provide our assessment of the financial condition and results of operations, including an evaluation of our liquidity and capital resources along with material events occurring during the year. The discussion and analysis focuses on material events and uncertainties known to management that are reasonably likely to cause reported financial information not to be necessarily indicative of future operating results or of future financial condition. In addition, we address matters that are reasonably likely, based on management's assessment, to have a material impact on future operations. We expect the analysis will enhance a reader's understanding of our financial condition, cash flows, and other changes in financial condition and results of operations.
Documents we provide to the SEC are available free of charge under the Investors section of our website at
www.itron.com
as soon as practicable after they are filed with or furnished to the SEC. In addition, these documents are available at the SEC's website (
http
://
www.sec.gov
).
Certain Forward-Looking Statements
This report contains, and our officers and representatives may from time to time make, "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical factors nor assurances of future performance. These statements are based on our expectations about, among others, revenues, operations, financial performance, earnings, liquidity, earnings per share, cash flows and restructuring activities including headcount reductions and other cost savings initiatives. This document reflects our current strategy, plans and expectations and is based on information currently available as of the date of this Quarterly Report on Form 10-Q. When we use words such as "expect", "intend", "anticipate", "believe", "plan", "goal", "seek", "project", "estimate", "future", "strategy", "objective", "may", "likely", "should", "will", "will continue", and similar expressions, including related to future periods, they are intended to identify forward-looking statements. Forward-looking statements rely on a number of assumptions and estimates. Although we believe the estimates and assumptions upon which these forward-looking statements are based are reasonable, any of these estimates or assumptions could prove to be inaccurate and the forward-looking statements based on these estimates and assumptions could be incorrect. Our operations involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination of which, could materially affect our results of operations and whether the forward-looking statements ultimately prove to be correct. Actual results and trends in the future may differ materially from those suggested or implied by the forward-looking statements depending on a variety of factors. Therefore, you should not rely on any of these forward-looking statements. Some of the factors that we believe could affect our results include our ability to execute on our restructuring plans, our ability to achieve estimated cost savings, the rate and timing of customer demand for our products, rescheduling of current customer orders, changes in estimated liabilities for product warranties, adverse impacts of litigation, changes in laws, regulations, tariffs, sanctions, trade policies and retaliatory responses, our dependence on new product development and intellectual property, future acquisitions, changes in estimates for stock-based and bonus compensation, increasing volatility in foreign exchange rates, international business risks, uncertainties caused by adverse economic conditions, including without limitation those resulting from extraordinary events or circumstances and other factors that are more fully described in Part I, Item 1A: Risk Factors included in our 2025 Annual Report and other reports on file with the SEC. We undertake no obligation to update or revise any forward-looking statement, whether written or oral.
Overview
We are a technology, solutions, and service company, and we are a leader in the Industrial Internet of Things (IIoT). We offer solutions that enable utilities and municipalities to safely, securely, and reliably operate their critical infrastructure. Our solutions include the deployment of smart networks, software, services, devices, sensors, and data analytics that allow our customers to manage assets, secure revenue, lower operational costs, improve customer service, improve safety, and enable efficient management of valuable resources. Our comprehensive solutions and data analytics address the unique challenges facing the energy, water, and municipality sectors, including increasing demand on resources, non-technical loss, leak detection, environmental and regulatory compliance, and improved operational reliability.
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We operate under the Itron brand worldwide and manage and report under four reportable segments: Device Solutions, Networked Solutions, Outcomes, and Resiliency Solutions. Resiliency Solutions is a new reportable segment, which began in the fourth quarter of 2025. The product and operating definitions of the four segments are as follows:
Device Solutions
– This segment primarily includes hardware products used for measurement, control, or sensing. Examples from the Device Solutions portfolio include: standard endpoints that are shipped without Itron communications, such as our standard electricity, gas, and water meters for a variety of global markets and adhering to regulations and standards within those markets, as well as our heat and allocation products; communicating meters designed to operate outside of Itron end-to-end solutions and designed to meet market requirements; and the implementation and installation of associated devices.
Networked Solutions
– This segment primarily includes a combination of communicating endpoints (e.g., smart meters, modules, endpoints, and sensors), network infrastructure, network design services, and associated headend management and application software designed and sold as a complete solution for acquiring and transporting robust application-specific data. Networked Solutions includes products, software and services for the implementation, installation, and management of communicating endpoints and data networks. The IIoT solutions supported by this segment include automated meter reading (AMR) and advanced metering infrastructure (AMI) for electricity, water, and gas; distributed energy resource management (DERMs); grid edge devices; distribution automation communications; smart lighting; and smart city sensors and applications. Our IIoT platform allows utility and smart city applications to be run and managed on a flexible, secure, and interoperable multi-purpose network.
Outcomes
– This segment primarily includes our value-added, enhanced software and services, including use of distributed compute to manage, organize, analyze, and interpret raw, anonymized data using artificial intelligence, machine learning, statistical modeling, and other analytics. This delivers new value for utilities, municipalities, and cities through improving decision making, maximizing operational profitability, engaging consumers, ensuring safety, enhancing resource efficiency, and improving grid resiliency and reliability. Outcomes supports high-value use cases, such as data management, grid planning and operations, AMI operations, gas distribution safety, non-revenue water reduction, revenue assurance, distributed energy resources (DER) management, energy forecasting, consumer engagement, and smart payment. Utilities leverage these outcomes to unlock the capabilities of their networks and devices, improve the productivity of their workforce, increase the reliability of their operations, manage and optimize the proliferation of DERs, address grid complexity, and enhance the customer experience. Revenue from these offerings are primarily recurring in nature and would include any direct management of Device Solutions, Networked Solutions, and other third-parties' products on behalf of our end customers.
Resiliency Solutions
– This segment primarily includes software and services for worker safety, emergency preparedness and response, damage prevention, and digital construction management for critical infrastructure providers and their supporting contractors. These solutions enable utilities to plan smarter, respond faster, and operate more safely and are enhanced through the use of artificial intelligence-based models to predict events to aid in compliance, incident remedy, and prevention.
We use adjusted operating income (margin) as the primary measure of segment performance. In addition, we believe adjusted gross profit (margin) provides further understanding of our segments' performance. Intersegment revenues are minimal. Certain operating expenses are allocated to the reportable segments based upon internally established allocation methodologies. Interest income, interest expense, other income (expense), the income tax provision (benefit), and certain corporate operating expenses are neither allocated to the segments nor included in the measures of segment performance.
Non-GAAP Measures
To supplement our consolidated financial statements, which are prepared in accordance with accounting principles generally accepted in the United States (GAAP), we use certain adjusted or non-GAAP financial measures, including non-GAAP operating expense, non-GAAP operating income, non-GAAP net income, non-GAAP diluted earnings per share (EPS), adjusted EBITDA, free cash flow, adjusted gross profit, adjusted operating income, and constant currency. We provide these non-GAAP financial measures because we believe they provide greater transparency and represent supplemental information used by management in its financial and operational decision making. We exclude certain costs in our non-GAAP financial measures as we believe the net result is a measure of our core business. We believe these measures facilitate operating performance comparisons from period to period by eliminating potential differences caused by the existence and timing of certain expense items that would not otherwise be apparent on a GAAP basis. Non-GAAP performance measures should be considered in addition to, and not as a substitute for, results prepared in accordance with GAAP. We strongly encourage investors and shareholders to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. Our non-GAAP financial measures may be different from those reported by other companies.
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Table of Contents
In our discussions of the operating results below, we may refer to the impact of foreign currency exchange rate fluctuations, which are references to the differences between the foreign currency exchange rates we use to convert operating results from local currencies into U.S. dollars for reporting purposes. We also use the term
"
constant currency
",
which represents results adjusted to exclude foreign currency exchange rate impacts. We calculate the constant currency change as the difference between the current period results translated using the current period currency exchange rates and the comparable prior period's results restated using current period currency exchange rates. We believe the reconciliations of changes in constant currency provide useful supplementary information to investors in light of fluctuations in foreign currency exchange rates.
Refer to the
Non-GAAP Measures
section below on pages 46-50 for information about these non-GAAP measures and the detailed reconciliation of items that impacted non-GAAP operating expenses, non-GAAP operating income, non-GAAP net income, non-GAAP diluted EPS, adjusted EBITDA, and free cash flow in the periods presented.
Total Company Highlights
Highlights and significant developments for the
three months ended
September 30, 2026 compared with the three months ended September 30, 2025
•
Revenues were $599.3 million compared with $581.6 million in 2025, an increase of 3%
•
Gross margin was
40.9%
, compared with 37.7% in 2025
•
Operating expenses increased $11.6 million, or 8%, compared with 2025
•
Net income attributable to Itron, Inc. was $71.4 million compared with net income of $65.6 million in 2025
•
GAAP diluted EPS increased by
$0.20
to $1.61 in 2026
•
Non-GAAP net income attributable to Itron, Inc. was $86.3 million compared with $71.8 million in 2025
•
Non-GAAP diluted EPS was $1.94, an increase of $0.40 compared with 2025
•
Adjusted EBITDA was $114.5 million compared with $97.2 million in 2025
•
Total backlog was $4.3 billion, and twelve-month backlog was $1.7 billion at
September 30, 2026, compared with
$4.3 billion
and
$1.5 billion
at September 30, 2025
Highlights and significant developments for the
nine
months ended
September 30, 2026 compared with the nine months ended September 30, 2025
•
Revenues were $1.7 billion compared with $1.8 billion in 2025, a decrease of $46.3 million, or
3%
•
Gross margin was
40.7%
compared with
36.8%
in 2025
•
Operating expenses increased $46.7 million compared with 2025
•
Net income attributable to Itron, Inc. was $178.1 million compared with net income of $199.4 million in
2025
•
GAAP diluted EPS decreased by $0.33 to $3.97 in 2026
•
Non-GAAP net income attributable to Itron, Inc. was
$224.8 million
compared with
$217.0 million
in 2025
•
Non-GAAP diluted EPS was $5.01, an increase of $0.33 compared with 2025
•
Adjusted EBITDA was $303.3 million compared with $275.0 million in
2025
2026 Convertible Notes
On February 23, 2026, we closed the sale of
$805 million
of convertible notes (the 2026 Notes)
in a private placement to qualified institutional buyers, resulting in net proceeds to us of
$784 million
after deducting initial purchasers' discounts of the offering. The 2026 Notes do not bear regular interest, and the principal amount does not accrete. The 2026 Notes mature on March 15, 2032, unless earlier repurchased, redeemed, or converted in accordance with their terms.
Refer to Item 1: Financial Statements (Unaudited), Note 6: Debt for further details.
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Table of Contents
Stock Repurchase Program
On May 6, 2026, the Company's Board of Directors authorized a new share repurchase program of up to $200 million of Itron's common stock over an 18-month period, effective May 8, 2026 (the 2026 Stock Repurchase Program). Repurchases will be made in the open market and pursuant to the terms of any Rule 10b5-1 plans that Itron may enter into, and in accordance with applicable securities laws. The repurchase program is intended to comply with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. Depending on market conditions and other factors, these repurchases may be commenced or suspended from time to time without prior notice.
Effective November 10, 2025, Itron's Board of Directors authorized a repurchase up to $250 million of our common stock over an 18-month period (the 2025 Stock Repurchase Program). Repurchases will be made in the open market and pursuant to the terms of any Rule 10b5-1 plans that Itron may enter into, and in accordance with applicable securities laws. The repurchase program is intended to comply with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. Depending on market conditions and other factors, these repurchases may be commenced or suspended from time to time without prior notice.
In February 2026, we repurchased
1,050,309
shares under the 2025 Stock Repurchase Program at an average price of
$95.21
(excluding commissions) for a total of
$100 million
. This repurchase was completed in conjunction with the sale of the 2026 Notes. During
the second quarter of 2026, we repurchased 644,188 shares under the 2025 Stock Repurchase Program at an average price of $81.07 (excluding commissions) for a total of $52.2 million.
Business Acquisitions
On January 5, 2026, we completed the acquisition of
100%
of the outstanding equity of Locusview, Ltd. and subsidiaries (collectively, Locusview) a privately held utility-focused software and services company that is based in the United States and Israel. The acquisition provides value to Itron through the leverage of Locusview's digital construction management solutions to enhance Itron's Resiliency Solutions offerings to its customers.
The purchase price allocated to acquired assets and liabilities was
$546.4 million, which was funded through cash on hand.
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Table of Contents
Total Company GAAP, Non-GAAP Highlights and Annual Recurring Revenue:
Three Months Ended September 30,
Nine Months Ended September 30,
In thousands, except margin and per share data
2026
2025
% Change
2026
2025
% Change
GAAP
Revenues
Product revenues
$
489,002
$
494,323
(1)%
$
1,420,265
$
1,534,648
(7)%
Service revenues
110,331
87,302
26%
328,952
260,889
26%
Total revenues
599,333
581,625
3%
1,749,217
1,795,537
(3)%
Gross profit
244,870
219,545
12%
711,829
660,382
8%
Operating expenses
149,382
137,762
8%
472,698
425,973
11%
Operating income
95,488
81,783
17%
239,131
234,409
2%
Other income (expense)
1,533
8,918
(83)%
5,291
22,053
(76)%
Income tax provision
(25,750)
(24,478)
5%
(66,092)
(56,137)
18%
Net income attributable to Itron, Inc.
71,369
65,613
9%
178,100
199,427
(11)%
Non-GAAP
(1)
Non-GAAP operating expenses
$
140,646
$
130,319
8%
$
439,161
$
408,661
7%
Non-GAAP operating income
106,794
89,226
20%
280,303
251,721
11%
Non-GAAP net income attributable to Itron, Inc.
86,333
71,812
20%
224,752
217,036
4%
Adjusted EBITDA
114,504
97,248
18%
303,305
274,978
10%
GAAP Margins and EPS
Gross margin
Product gross margin
38.1
%
35.4
%
37.8
%
34.6
%
Service gross margin
53.2
%
50.9
%
53.3
%
49.4
%
Total gross margin
40.9
%
37.7
%
40.7
%
36.8
%
Operating margin
15.9
%
14.1
%
13.7
%
13.1
%
Net income per common share - Basic
$
1.63
$
1.43
$
4.03
$
4.38
Net income per common share - Diluted
$
1.61
$
1.41
$
3.97
$
4.30
Non-GAAP EPS
(1)
Non-GAAP diluted EPS
$
1.94
$
1.54
$
5.01
$
4.68
(1)
These measures exclude certain expenses that we do not believe are indicative of our core operating results. See pages 46-50 for information about these non-GAAP measures and reconciliations to the most comparable GAAP measures.
Effective with our 2025 Annual Report, we transitioned our reported performance metric below from endpoints under management to annual recurring revenue (ARR). ARR is not evenly distributed across endpoints under management, and this change is intended to provide a more accurate and transparent view of our ongoing operations by highlighting predictable, subscription‑based revenue streams.
ARR is a widely recognized indicator of long-term financial stability and growth and offers improved comparability, transparency, and insight into revenue sustainability. Endpoints under management does not reflect the flexibility afforded to our customers to deploy multiple applications, services, outcomes, and higher margin recurring offerings that can be associated with an endpoint over its useful life. The adoption of ARR better reflects the value of ongoing customer relationships across all of our solutions, including those offered by our new Resiliency Solutions segment.
Definition of Annual Recurring Revenue
ARR is an operating metric and represents an annualized calculation of quarterly recurring revenue. This metric primarily includes subscription and maintenance revenues (see examples of ARR components below). ARR should be viewed
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independently of
revenue
and
deferred revenue
as ARR is an operating metric and is not intended to be combined with or replace these items. ARR is not a forecast of future revenue, which can be impacted by contract start and end dates, cancellation and renewal rates, upgrades or downgrades, foreign exchange rate fluctuations, acquisitions or divestitures, and does not include revenue from appliance hardware, perpetual software, or professional services. Our calculation of ARR does not give effect to the impact of any anticipated future price increases or decreases. We consider ARR a useful measure of the value of the recurring components of our business because it reflects both our ability to attract new customers for our solutions and our success at retaining and expanding our relationships with existing customers. Our measure of ARR may be different than similarly titled metrics used by other companies.
Three Months Ended September 30,
In millions
2026
2025
Annual recurring revenue
$
423
$
339
ARR component examples:
•
su
bscription-based SaaS contracts
•
term-based subscription license contracts
•
managed services subscriptions
•
maintenance or other support contracts
•
PaaS subscriptions (platform-as-a-service)
Results of Operations
Revenues and Gross Margin
The actual results of and effects of changes in foreign currency exchange rates on revenues and gross profit were as follows:
Effect of Changes in Foreign Currency Exchange Rates
Constant Currency Change
Total Change
Three Months Ended September 30,
In thousands
2026
2025
Total Company
Revenues
$
599,333
$
581,625
$
(717)
$
18,425
$
17,708
Gross profit
244,870
219,545
(88)
25,413
25,325
Effect of Changes in Foreign Currency Exchange Rates
Constant Currency Change
Total Change
Nine Months Ended September 30,
In thousands
2026
2025
Total Company
Revenues
$
1,749,217
$
1,795,537
$
16,201
$
(62,521)
$
(46,320)
Gross profit
711,829
660,382
3,956
47,491
51,447
Revenues - Three months ended September 30, 2026 vs. Three months ended September 30, 2025
Total revenues increased $17.7 million, or 3%, in the current 2026 quarter, compared with the same period in 2025. Product revenues decreased by $5.3 million, and service revenues increased by $23.0 million. Device Solutions decreased by $2.1 million; Networked Solutions decreased by $4.2 million; and Outcomes increased by $7.9 million when compared with the same period last year. Resiliency Solutions provided revenues of $16.1 million for the period. Changes in exchange rates unfavorably impacted total revenues by $0.7 million, and $0.8 million unfavorably impacted Device Solutions.
Revenues - Nine months ended September 30, 2026 vs. Nine months ended September 30, 2025
Total revenues decreased $46.3 million compared with the same period in
2025. Product revenues decreased by $114.4 million, and service revenues increased by $68.1 million.
Device Solutions decreased by $4.9 million; Networked Solutions decreased by
$126.0 million
; and Outcomes increased by $36.6 million when compared with the same period last year. Resiliency Solutions provided revenues of $47.9 million during the period
.
C
hanges in exchange rates favorably impacted total revenues
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by
$16.2 million, of which $11.3 million favorably impacted Device Solutions, $2.9 million favorably impacted Networked Solutions, and $2.0 million favorably impacted Outcomes.
Gross Margin - Three months ended September 30, 2026 vs. Three months ended September 30, 2025
Gross margin in the
2026
period was 40.9%, compared with 37.7% in
2025
. Product sales gross margin increased to 38.1% for the quarter in
2026
, compared with 35.4% in
2025
. Gross margin on service revenues increased to 53.2% in
2026
, compared with 50.9% in
2025
.
Gross Margin - Nine months ended September 30, 2026 vs. Nine months ended September 30, 2025
Gross margin was 40.7%, compared with 36.8% in
2025
. Product sales gross margin increased to 37.8%, compared with 34.6% in
2025,
and gross margin on service revenues increased to 53.3%, compared with 49.4% in
2025
.
Refer to Reportable Segment Results section below for further detail on total company revenues and gross margin.
Operating Expenses
The actual results of and effects of changes in foreign currency exchange rates on operating expenses were as follows:
Effect of Changes in Foreign Currency Exchange Rates
Constant Currency Change
Total Change
Three Months Ended September 30,
In thousands
2026
2025
Total Company
Sales, general and administrative
$
84,067
$
83,139
$
230
$
698
$
928
Research and development
56,957
50,032
(12)
6,937
6,925
Amortization of intangible assets
8,460
4,403
(6)
4,063
4,057
Restructuring
(102)
188
(5)
(285)
(290)
Total operating expenses
$
149,382
$
137,762
$
207
$
11,413
$
11,620
Effect of Changes in Foreign Currency Exchange Rates
Constant Currency Change
Total Change
Nine Months Ended September 30,
In thousands
2026
2025
Total Company
Sales, general and administrative
$
279,146
$
257,665
$
2,407
$
19,074
$
21,481
Research and development
168,097
153,932
(7)
14,172
14,165
Amortization of intangible assets
25,110
13,425
65
11,620
11,685
Restructuring
345
872
47
(574)
(527)
Loss on sale of business
—
79
—
(79)
(79)
Total operating expenses
$
472,698
$
425,973
$
2,512
$
44,213
$
46,725
Operating expenses increased $11.6 million for the third quarter of 2026 as compared with the same period in 2025. This was primarily the result of an increase of $6.9 million in research and development expenses, $4.1 million in amortization of intangible assets driven by two recent acquisitions, and $0.9 million in sales, general and administrative expenses. The increases in research and development and sales, general and administrative expenses were primarily driven by increased labor costs.
Operating expenses increased $46.7 million for the nine months ended September 30, 2026 as compared with the same period in 2025. This was primarily the result of a $21.5 million increase in sales, general and administrative expenses primarily driven by increased labor costs, IT expenses, and acquisition-related costs, a $14.2 million increase in research and development expenses primarily driven by increased labor costs and IT expenses, and an $11.7 million increase in amortization of intangible assets driven by the two recent acquisitions. Refer to Item 1: Financial Statements (Unaudited), Note 4: Intangible Assets included in this Quarterly Report on Form 10-Q for additional information.
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Other Income (Expense)
The following table shows the components of other income (expense):
Three Months Ended September 30,
% Change
Nine Months Ended September 30,
% Change
In thousands
2026
2025
2026
2025
Interest income
$
7,194
$
13,569
(47)%
$
19,107
$
37,582
(49)%
Amortization of prepaid debt fees
(1,974)
(1,820)
8%
(5,765)
(5,401)
7%
Other interest expense
(3,889)
(3,827)
2%
(11,675)
(11,487)
2%
Interest expense
(5,863)
(5,647)
4%
(17,440)
(16,888)
3%
Other income (expense), net
202
996
(80)%
3,624
1,359
167%
Total other income (expense)
$
1,533
$
8,918
(83)%
$
5,291
$
22,053
(76)%
Total other income (expense) for the three and nine months ended September 30, 2026 was income of $1.5 million and $5.3 million, compared with income of $8.9 million and $22.1 million in the same period in 2025.
The decrease in net other income for the three months ended September 30, 2026, as compared with the same period in 2025, was primarily driven by the $6.4 million decrease in interest income, resulting from decreased interest-earning cash.
The decrease in net other income for the nine months ended September 30, 2026, as compared with the same period in 2025, was driven by the $18.5 million decrease in interest income due to decreased interest-earning cash, partially offset by the $2.3 million increase in other income (expense), resulting primarily from the gain from the sale of an equity method investment.
Income Tax Provision
For the three and nine months ended September 30, 2026, our income tax expense was $25.8 million and $66.1 million, compared with income tax expense of $24.5 million and $56.1 million for the same periods in 2025. Our tax rate of 27% for the three and nine months ended September 30, 2026 differed from the federal statutory rate of 21% due to the impact of valuation allowances on deferred tax assets, the forecasted mix of earnings in domestic and international jurisdictions, an intra-entity asset transfer, the effect of cross-border tax laws, nondeductible executive compensation, a benefit related to stock-based compensation, tax credits, state taxes, and uncertain tax positions. Our tax rate for the three and nine months ended September 30, 2025 of 27% and 22% differed from the federal statutory rate of 21% and overall was impacted by the effect of valuation allowances on deferred tax assets, the forecasted mix of earnings in domestic and international jurisdictions, the effect of cross-border tax laws, nondeductible executive compensation, a benefit related to stock-based compensation, tax credits, state taxes, and uncertain tax positions.
A sweeping legislative package formally titled "An act to provide for reconciliation pursuant to title II of H. Con. Res. 14" (the Act), and commonly referred to as the One Big Beautiful Bill Act, was signed into law on July 4, 2025. The Act included numerous changes to existing tax law that took effect in 2026. There were also changes that were retroactive to the beginning of 2025, including the deductibility of current and previously capitalized domestic research and development costs. These changes did not have a significant impact on our consolidated financial statements.
The Organization for Economic Cooperation and Development (OECD) guidance under the Base Erosion and Profit Shifting (BEPS) initiative aims to minimize perceived tax abuses and modernize global tax policy, including the implementation of a global minimum effective tax rate of 15%. In December 2022, the Council of the European Union adopted OECD Pillar 2 for implementation by European Union member states by December 31, 2023. The resulting legislation in most countries where Itron has significant operations took effect for calendar year 2024. We filed our Global Information Return relating to tax year 2024, which resulted in no material top-up taxes. The OECD released further guidance on January 6, 2026, which included new and revised safe harbor rules, including a new permanent safe harbor, and the framework for a "side-by-side" agreement that would exempt US-based multinational companies from all top-up taxes, other than qualified domestic top-up taxes imposed on subsidiaries in their countries of residence. Enactment through legislation will be required in order for this additional guidance to be effective and is expected to only be effective for years after 2025. These enactments or amendments could adversely affect our tax rate and ultimately result in a negative impact on our operating results and cash flows. Consistent with calculations for calendar year 2024 and 2025, the Company anticipates it will meet the safe harbors in most jurisdictions in 2026, and any remaining top-up tax should be immaterial.
For additional discussion related to income taxes, see Item 1: Financial Statements (Unaudited), Note 10: Income Taxes included in this Quarterly Report on Form 10-Q.
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Reportable Segment Results
For a description of our reportable segments, refer to Item 1: Financial Statements (Unaudited), Note 14: Segment Information included in this Quarterly Report on Form 10-Q. The following tables and discussion highlight significant changes in trends or components of each reportable segment:
Three Months Ended September 30,
Nine Months Ended
September 30,
In thousands
2026
2025
% Change
2026
2025
% Change
Segment revenues
Device Solutions
$
101,520
$
103,622
(2)%
$
337,342
$
342,253
(1)%
Networked Solutions
389,502
393,702
(1)%
1,079,403
1,205,368
(10)%
Outcomes
92,241
84,301
9%
284,550
247,916
15%
Resiliency Solutions
16,070
—
NM
47,922
—
NM
Total revenues
$
599,333
$
581,625
3%
$
1,749,217
$
1,795,537
(3)%
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
In thousands
Adjusted Gross
Profit
Adjusted Gross
Margin
Adjusted Gross
Profit
Adjusted Gross
Margin
Adjusted Gross
Profit
Adjusted Gross
Margin
Adjusted Gross
Profit
Adjusted Gross
Margin
Segment adjusted gross profit and margin
Device Solutions
$
35,900
35.4%
$
32,007
30.9%
$
118,678
35.2%
$
103,351
30.2%
Networked Solutions
162,685
41.8%
154,761
39.3%
450,912
41.8%
460,718
38.2%
Outcomes
36,902
40.0%
32,777
38.9%
114,306
40.2%
96,313
38.8%
Resiliency Solutions
11,953
74.4%
—
NM
35,568
74.2%
—
NM
Total adjusted gross profit and margin
(1)
$
247,440
41.3%
$
219,545
37.7%
$
719,464
41.1%
$
660,382
36.8%
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
In thousands
Adjusted Operating
Income
Adjusted Operating
Margin
Adjusted Operating
Income
Adjusted Operating
Margin
Adjusted Operating
Income
Adjusted Operating
Margin
Adjusted Operating
Income
Adjusted Operating
Margin
Segment adjusted operating income and operating margin
Device Solutions
$
28,851
28.4%
$
24,875
24.0%
$
97,264
28.8%
$
80,800
23.6%
Networked Solutions
130,420
33.5%
121,880
31.0%
352,617
32.7%
358,988
29.8%
Outcomes
18,828
20.4%
16,806
19.9%
61,725
21.7%
46,823
18.9%
Resiliency Solutions
4,213
26.2%
—
NM
12,920
27.0%
—
NM
Total segment adjusted operating income and operating margin
$
182,312
30.4%
$
163,561
28.1%
$
524,526
30.0%
$
486,611
27.1%
(1)
Refer to the Non-GAAP Measures section below on pages 46-50 for additional information on adjusted gross profit and margin.
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Device Solutions
The effects of changes in foreign currency exchange rates and the constant currency changes in certain Device Solutions segment financial results were as follows:
Effect of Changes in Foreign Currency Exchange Rates
Constant Currency Change
Total Change
Three Months Ended September 30,
In thousands
2026
2025
Device Solutions Segment
Revenues
$
101,520
$
103,622
$
(768)
$
(1,334)
$
(2,102)
Adjusted gross profit
35,900
32,007
(303)
4,196
3,893
Adjusted operating income
28,851
24,875
(305)
4,281
3,976
Effect of Changes in Foreign Currency Exchange Rates
Constant Currency Change
Total Change
Nine Months Ended September 30,
In thousands
2026
2025
Device Solutions Segment
Revenues
$
337,342
$
342,253
$
11,286
$
(16,197)
$
(4,911)
Adjusted gross profit
118,678
103,351
2,209
13,118
15,327
Adjusted operating income
97,264
80,800
2,047
14,417
16,464
Revenues - Three months ended September 30, 2026 vs. Three months ended September 30, 2025
Revenues decreased $2.1 million, or 2%. Changes in foreign currency exchange rates unfavorably impacted revenues by $0.8 million. Revenues were lower due to decreases in legacy gas product sales.
Revenues - Nine months ended September 30, 2026 vs. Nine months ended September 30, 2025
Revenues decreased $4.9 million, or 1%. Changes in foreign currency exchange rates favorably impacted revenues by $11.3 million. Revenues were lower due to the planned decreases in electric hardware sales.
Adjusted Gross Margin - Three months ended September 30, 2026 vs. Three months ended September 30, 2025
For the three months ended September 30, 2026, adjusted gross margin was 35.4%, compared with 30.9% for the same period in 2025. The 450 basis point increase over the prior year was primarily due to an improved product mix and operational efficiencies.
Adjusted Gross Margin - Nine months ended September 30, 2026 vs. Nine months ended September 30, 2025
For the nine months ended September 30, 2026, adjusted gross margin was 35.2%, compared with 30.2% for the same period in 2025. The 500 basis point increase over the prior year was primarily driven by improved customer and product mix.
Adjusted Operating Income - Three months ended September 30, 2026 vs. Three months ended September 30, 2025
Adjusted operating income increased $4.0 million, or 16%, compared with 2025. The increase was primarily the result of higher adjusted gross profit.
Adjusted Operating Income - Nine months ended September 30, 2026 vs. Nine months ended September 30, 2025
Adjusted operating income increased $16.5 million, or 20%, for the first nine months of 2026, compared with the same period in 2025. The increase was primarily the result of higher adjusted gross profit.
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Networked Solutions
The effects of changes in foreign currency exchange rates and the constant currency changes in certain Networked Solutions segment financial results were as follows:
Effect of Changes in Foreign Currency Exchange Rates
Constant Currency Change
Total Change
Three Months Ended September 30,
In thousands
2026
2025
Networked Solutions Segment
Revenues
$
389,502
$
393,702
$
(212)
$
(3,988)
$
(4,200)
Adjusted gross profit
162,685
154,761
69
7,855
7,924
Adjusted operating income
130,420
121,880
55
8,485
8,540
Effect of Changes in Foreign Currency Exchange Rates
Constant Currency Change
Total Change
Nine Months Ended September 30,
In thousands
2026
2025
Networked Solutions Segment
Revenues
$
1,079,403
$
1,205,368
$
2,879
$
(128,844)
$
(125,965)
Adjusted gross profit
450,912
460,718
793
(10,599)
(9,806)
Adjusted operating income
352,617
358,988
714
(7,085)
(6,371)
Revenues - Three months ended September 30, 2026 vs. Three months ended September 30, 2025
Revenues decreased $4.2 million, or 1%, in 2026 compared with 2025. The decrease was primarily due to the timing of customer deployments. Changes in foreign currency exchange rates unfavorably impacted revenues by $0.2 million.
Revenues - Nine months ended September 30, 2026 vs. Nine months ended September 30, 2025
Revenues decreased $126.0 million, or 10%, for the first nine months of 2026, compared with the same period in 2025. The decline was primarily due to the timing of customer deployments. Changes in foreign currency exchange rates favorably impacted revenues by $2.9 million.
Adjusted Gross Margin - Three months ended September 30, 2026 vs. Three months ended September 30, 2025
Gross margin was 41.8% for the period ending September 30, 2026, compared with 39.3% in 2025. The 250 basis point increase was primarily related to improved operational efficiencies and favorable customer mix.
Adjusted Gross Margin - Nine months ended September 30, 2026 vs. Nine months ended September 30, 2025
Adjusted gross margin was 41.8% for the 2026 period, compared with 38.2% in 2025. The 360 basis point increase was primarily related to favorable customer mix and operational efficiencies.
Adjusted Operating Income - Three months ended September 30, 2026 vs. Three months ended September 30, 2025
Adjusted operating income increased $8.5 million, or 7%, for the quarter in 2026, compared with the same period in 2025. The increase was the result of higher adjusted gross profit and lower research and development costs.
Adjusted Operating Income - Nine months ended September 30, 2026 vs. Nine months ended September 30, 2025
Adjusted operating income decreased $6.4 million, or 2%, for the first nine months of 2026, compared with the same period in 2025. The decrease was the result of lower adjusted gross profit, partially offset by lower research and development costs.
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Table of Contents
Outcomes
The effects of changes in foreign currency exchange rates and the constant currency changes in certain Outcomes segment financial results were as follows:
Effect of Changes in Foreign Currency Exchange Rates
Constant Currency Change
Total Change
Three Months Ended September 30,
In thousands
2026
2025
Outcomes Segment
Revenues
$
92,241
$
84,301
$
263
$
7,677
$
7,940
Adjusted gross profit
36,902
32,777
147
3,978
4,125
Adjusted operating income
18,828
16,806
142
1,880
2,022
Effect of Changes in Foreign Currency Exchange Rates
Constant Currency Change
Total Change
Nine Months Ended September 30,
In thousands
2026
2025
Outcomes Segment
Revenues
$
284,550
$
247,916
$
2,036
$
34,598
$
36,634
Adjusted gross profit
114,306
96,313
954
17,039
17,993
Adjusted operating income
61,725
46,823
863
14,039
14,902
Revenues - Three months ended September 30, 2026 vs. Three months ended September 30, 2025
For the 2026 period, revenues increased $7.9 million, or 9%, compared with the 2025 period. This increase was primarily driven by higher managed and professional services.
Revenues - Nine months ended September 30, 2026 vs. Nine months ended September 30, 2025
Revenues increased $36.6 million, or 15%, for the first nine months of 2026, compared with 2025. This increase was primarily driven by higher services revenue. Changes in foreign currency exchange rates favorably impacted revenues by $2.0 million.
Adjusted Gross Margin - Three months ended September 30, 2026 vs. Three months ended September 30, 2025
Gross margin increased to 40.0% for the third quarter of 2026, compared with 38.9% for the same period last year. The 110 basis point increase was driven by solution mix and cost improvements.
Adjusted Gross Margin - Nine months ended September 30, 2026 vs. Nine months ended September 30, 2025
Adjusted gross margin increased to 40.2% for the period ending in 2026, compared with 38.8% for last year. The 140 basis point increase was driven by cost improvements.
Adjusted Operating Income - Three months ended September 30, 2026 vs. Three months ended September 30, 2025
Adjusted operating income for the 2026 period increased $2.0 million, or 12%, compared with the same period last year. This increase was primarily driven by the impact of higher adjusted gross profit, partially offset by increased operating expenses associated with higher research and development infrastructure investment.
Adjusted Operating Income - Nine months ended September 30, 2026 vs. Nine months ended September 30, 2025
Adjusted operating income for the first nine months of 2026 increased $14.9 million, or 32%, compared with the same period last year. This increase was primarily attributable to higher adjusted gross profit, partially offset by increased labor costs and research and development infrastructure investment.
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Resiliency Solutions
The effects of changes in foreign currency exchange rates and the constant currency changes in certain Resiliency Solutions segment financial results were as follows:
Effect of Changes in Foreign Currency Exchange Rates
Constant Currency Change
Total Change
Three Months Ended September 30,
In thousands
2026
2025
Resiliency Solutions Segment
Revenues
$
16,070
$
—
$
—
16,070
$
16,070
Adjusted gross profit
11,953
—
—
11,953
11,953
Adjusted operating income
4,213
—
—
4,213
4,213
Effect of Changes in Foreign Currency Exchange Rates
Constant Currency Change
Total Change
Nine Months Ended September 30,
In thousands
2026
2025
Resiliency Solutions Segment
Revenues
$
47,922
$
—
$
—
47,922
$
47,922
Adjusted gross profit
35,568
—
—
35,568
35,568
Adjusted operating income
12,920
—
—
12,920
12,920
Revenues - Three months ended September 30, 2026
Revenues were $16.1 million for the 2026 period. Revenues consisted primarily of recurring software as a service, as well as professional services related to deploying customer environments.
Revenues - Nine months ended September 30, 2026
Revenues were $47.9 million for the first nine months of 2026. Revenues consisted primarily of recurring software as a service, as well as professional services related to deploying customer environments.
Adjusted Gross Margin - Three months ended September 30, 2026
Adjusted gross margin was 74.4% for the 2026 period. Costs included in determining gross margin consist primarily of hosting fees, labor costs for managed services and professional services delivery, and certain hardware and software costs.
Adjusted Gross Margin - Nine months ended September 30, 2026
Adjusted gross margin was 74.2% for the first nine months of 2026. Costs included in determining gross margin consist primarily of hosting fees, labor costs for managed services and professional services delivery, and certain hardware and software costs.
Adjusted Operating Income - Three months ended September 30, 2026
Adjusted operating income was $4.2 million for the 2026 period.
Adjusted Operating Income - Nine months ended September 30, 2026
Adjusted operating income was $12.9 million for the first nine months of 2026.
Corporate Unallocated
Corporate Unallocated Expenses - Three months ended September 30, 2026 vs. Three months ended September 30, 2025
Corporate unallocated expenses increased $2.5 million or 3%, for the three months ended September 30, 2026 compared with the same period in 2025. The increase was primarily the result of $4.1 million increase in amortization of intangible assets and $2.0 million increase in research and development expenses, primarily driven by increased labor costs, partially offset by $3.3 million decrease in sales, general, and administrative expenses.
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Table of Contents
Corporate Unallocated Expenses - Nine months ended September 30, 2026 vs. Nine months ended September 30, 2025
For the first nine months of 2026, corporate unallocated expenses increased $25.6 million, or 10%, compared with the 2025 period. This increase was primarily the result of an $11.7 million increase in amortization of intangible assets, an $11.1 million increase in sales, general and administrative expenses driven by increased labor costs, IT expenses, and acquisition-related costs, and a $3.4 million increase in research and development expenses primarily driven by increased labor costs and IT expenses. Refer to Item 1: Financial Statements (Unaudited), Note 4: Intangible Assets included in this Quarterly Report on Form 10-Q for additional information.
Bookings and Backlog of Orders
Bookings for a reported period represent customer contracts and purchase orders received during the period for hardware, software, and services that have met certain conditions, such as regulatory and/or contractual approval. Total backlog represents committed but undelivered products and services for contracts and purchase orders at period-end. Twelve-month backlog represents the portion of total backlog that reflects our understanding of customer's desired deployment over the next 12 months. The actual revenue recognized and timing of revenue earned from backlog will vary based on actual currency rates at the time of shipment, availability of critical supply components, and adjusted customer project timing. Backlog is not a complete measure of our future revenues as we also receive book-and-ship orders and frame contracts. Bookings and backlog vary from period to period primarily due to the timing of large project awards. In addition, annual or multi-year contracts are subject to rescheduling due to the long-term nature of the contracts. Certain of our customers have the right to cancel contracts, but we do not have a history of any significant cancellations. Beginning total backlog, plus bookings, minus revenues, will not equal ending total backlog due to miscellaneous contract adjustments, foreign currency fluctuations, and other factors. Total bookings and backlog include certain contracts with a termination for convenience clause, which will not agree to the total transaction price allocated to the remaining performance obligations disclosed in Item 1: Financial Statements (Unaudited), Note 15: Revenues included in this Quarterly Report on Form 10-Q.
Quarter Ended
Quarterly
Bookings
Ending
Total
Backlog
Ending
12-Month
Backlog
In millions
September 30, 2026
$
482
$
4,292
$
1,731
June 30, 2026
550
4,410
1,680
March 31, 2026
476
4,433
1,605
December 31, 2025
737
4,501
1,632
September 30, 2025
380
4,311
1,475
Financial Condition
Cash Flow Information
Nine Months Ended September 30,
In thousands
2026
2025
Net cash provided by operating activities
$
275,545
$
286,631
Net cash used in investing activities
(531,330)
(16,794)
Net cash provided by financing activities
79,131
1,837
Effect of foreign exchange rate changes on cash and cash equivalents
(3,420)
9,033
Increase (decrease) in cash and cash equivalents
$
(180,074)
$
280,707
Cash and cash equivalents were $840.3 million at September 30, 2026, compared with $1.02 billion at December 31, 2025. The $180.1 million decrease in cash and cash equivalents during the 2026 period was primarily cash used for the acquisition of Locusview and repayment of our 2021 convertible notes, partially offset by net proceeds provided by the 2026 convertible notes sale and cash flow from operations.
Operating activities
Cash provided by operating activities during the nine months in 2026 was $275.5 million compared with $286.6 million during the same period in 2025. The decrease was primarily due to higher net working capital in the current period.
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Investing activities
During the nine months ended September 30, 2026, net cash used in investing activities was $531.3 million compared with $16.8 million in 2025, resulting in additional net outflow of $514.5 million. The change was primarily related to the acquisition of Locusview of $515 million in 2026.
Financing activities
Net cash provided by financing activities during the nine months in 2026 was $79.1 million, compared with $1.8 million for the same period in 2025. The change is due primarily to the sale of 2026 convertible notes, net of debt issuance costs, totaling $784 million, partially offset by the repayment of our 2021 convertible notes of $460 million, common stock repurchased totaling $152.2 million, and the purchase of the capped call for the 2026 convertible offering of $92.8 million.
Effect of exchange rates on cash and cash equivalents
The effect of exchange rates on the cash balances of currencies held in foreign denominations at September 30, 2026 is a decrease of $3.4 million, compared with an increase of $9.0 million for the same period in 2025. Our foreign currency exposure relates to non-U.S. dollar denominated balances in our international subsidiary operations.
Free cash flow (Non-GAAP)
To supplement our Consolidated Statements of Cash Flows presented on a GAAP basis, we use the non-GAAP measure of free cash flow to analyze cash flows generated from our operations. The presentation of non-GAAP free cash flow is not meant to be considered in isolation or as an alternative to net income as an indicator of our performance, or as an alternative to cash flows from operating activities as a measure of liquidity. We calculate free cash flows, using amounts from our Consolidated Statements of Cash Flows, as follows:
Nine Months Ended September 30,
In thousands
2026
2025
Net cash provided by operating activities
$
275,545
$
286,631
Acquisitions of property, plant, and equipment
(19,540)
(15,077)
Free cash flow
$
256,005
$
271,554
Free cash flow decreased due to higher net working capital and increased spending on property, plant, and equipment. See the cash flow discussion of operating and investing activities above.
Off-balance sheet arrangements
We have no off-balance sheet financing agreements or guarantees as defined by Item 303 of Regulation S-K at September 30, 2026 and December 31, 2025 that we believe could reasonably likely have a current or future effect on our financial condition, results of operations, or cash flows.
Liquidity and Capital Resources
Our principal sources of liquidity are cash flows from operations, borrowings, and the sale of our common stock. Cash flows may fluctuate and are sensitive to many factors including changes in working capital and the timing and magnitude of capital expenditures and repayments of debt. Working capital, which represents current assets less current liabilities, continues to be in a net favorable position. We expect existing cash, cash flows from operations, and access to capital markets to continue to be sufficient to fund our operating activities and cash commitments, such as material capital expenditures and debt obligations, for at least the next 12 months and into the foreseeable future.
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Borrowings
On September 25, 2025, we entered into a third amended and restated credit agreement (the 2025 credit facility) providing for committed credit facilities in the amount of
$750 million
.
The 2025 credit facility consists of a multi-currency revolving line of credit (the revolver) in the amount of
$750 million
. The revolver includes a standby letter of credit sub-facility in the amount of
$300 million
, and a swingline sub-facility in the amount of
$50 million
.
As of September 30, 2026, no amount was outstanding under the 2025 credit facility, and $27.7 million was utilized by outstanding standby letters of credit, resulting in $722.3 million available for borrowing. As of September 30, 2026, $272.3 million was available for additional standby letters of credit under the letter of credit sub-facility, and no amounts were outstanding under the swingline sub-facility. Any outstanding principal under the revolver is due at maturity on September 25, 2030. Principal amounts paid prior to the maturity date may be reborrowed prior to such date. However, that date may be advanced to April 15, 2030 if we do not settle or extend a sufficient portion of our outstanding convertible notes, as detailed in the 2025 credit facility.
On June 21, 2024, we closed the sale of $805 million in convertible notes (the 2024 Notes) in a private placement to qualified institutional buyers. These convertible notes accrue interest at a rate of 1.375% per annum, payable semi-annually in arrears on January 15 and July 15 of each year, with the first payment made January 15, 2025. The 2024 Notes will mature on July 15, 2030, unless earlier repurchased, redeemed, or converted in accordance with their terms.
On February 23, 2026, we closed the sale of $805 million of convertible notes (the 2026 Notes) in a private placement to qualified institutional buyers. The 2026 Notes do not bear regular interest. The 2026 Notes will mature on March 15, 2032, unless earlier repurchased, redeemed, or converted in accordance with their terms.
For further description of our borrowings, refer to Item 1: Financial Statements (Unaudited), Note 6: Debt included in this Quarterly Report on Form 10-Q.
For a description of our letters of credit and performance bonds, and the amounts available for additional borrowings or letters of credit under our lines of credit, including the revolver that is part of our 2025 credit facility, refer to Item 1: Financial Statements (Unaudited), Note 11: Commitments and Contingencies included in this Quarterly Report on Form 10-Q.
Restructuring
On February 23, 2023, our Board of Directors approved a restructuring plan (the 2023 Projects). The 2023 Projects include activities that continue Itron's efforts to optimize its global supply chain and manufacturing operations, sales and marketing organizations, and other overhead. These projects were substantially complete as of March 31, 2025. For the nine months ended September 30, 2026, we paid out $8.0 million related to all our restructuring projects. As of September 30, 2026, $10.6 million was accrued for these restructuring projects, of which $8.2 million is expected to be paid within the next 12 months.
Stock Repurchase Programs
On May 6, 2026, the Company's Board of Directors authorized a new share repurchase program of up to $200 million of Itron's common stock over an 18-month period, effective May 8, 2026 (the 2026 Stock Repurchase Program). Repurchases will be made in the open market and pursuant to the terms of any Rule 10b5-1 plans that Itron may enter into, and in accordance with applicable securities laws. The repurchase program is intended to comply with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. Depending on market conditions and other factors, these repurchases may be commenced or suspended from time to time without prior notice.
Effective November 10, 2025, Itron's Board of Directors authorized a repurchase up to $250 million of our common stock over an 18-month period (the 2025 Stock Repurchase Program). Repurchases will be made in the open market and pursuant to the terms of any Rule 10b5-1 plans that Itron may enter into, and in accordance with applicable securities laws. The repurchase program is intended to comply with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. Depending on market conditions and other factors, these repurchases may be commenced or suspended from time to time without prior notice. In February 2026, Itron repurchased 1,050,309 shares of its common stock for a total of $100 million.
During
the second quarter of 2026, we repurchased 644,188 shares of common stock for a total of $52.2 million.
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Other Liquidity Considerations
We have tax credits and net operating loss carryforwards in various jurisdictions that are available to reduce cash taxes. However, utilization of tax credits and net operating losses are limited in certain jurisdictions. Based on current projections, including anticipated impacts of the Act, we expect to pay, net of refunds, $9 million in state taxes and $56 million in local and foreign taxes during 2026. We expect net refunds of approximately $24 million in U.S. federal taxes. For a discussion of our tax provision and unrecognized tax benefits, see Item 1: Financial Statements (Unaudited), Note 10: Income Taxes included in this Quarterly Report on Form 10-Q.
As of September 30, 2026, we are under examination by certain tax authorities. We believe we have appropriately accrued for the expected outcome of all tax matters and do not currently anticipate that the ultimate resolution of these examinations will have a material adverse effect on our financial condition, future results of operations, or liquidity.
As of September 30, 2026, there was $94.7 million of cash and short-term investments held by certain foreign subsidiaries in which we are permanently reinvested for tax purposes. As a result of changes in U.S. tax legislation, any repatriation in the future would not result in U.S. federal income tax. Accordingly, there is no provision for U.S. deferred taxes on this cash. If this cash were repatriated to fund U.S. operations, additional withholding tax costs may be incurred. Tax is only one of the many factors that we consider in the management of global cash. Accordingly, the amount of taxes that we would need to accrue and pay to repatriate foreign cash could vary significantly.
General Liquidity Overview
We expect to grow through a combination of internal new research and development, licensing technology from and to others, distribution agreements, partnering arrangements, and acquisitions of technology or other companies. We expect these activities to be funded with existing cash, cash flow from operations, borrowings, or the sale of our common stock or other securities. We believe existing sources of liquidity will be sufficient to fund our existing operations and obligations for the next 12 months and into the foreseeable future, but offer no assurances. Our liquidity could be affected by the stability of the electricity, gas, and water utility industries, competitive pressures,
our dependence on certain key vendors and components,
changes in estimated liabilities for product warranties and/or litigation, supply constraints, future business combinations, capital market fluctuations, international risks, and other factors described under Part I, Item 1A: Risk Factors of our 2025 Annual Report, as well as Part I, Item 3: Quantitative and Qualitative Disclosures About Market Risk included in this Quarterly Report on Form 10-Q.
Contingencies
Refer to Item 1: Financial Statements (Unaudited), Note 11: Commitments and Contingencies included in this Quarterly Report on Form 10-Q.
Critical Accounting Estimates
Our consolidated financial statements and accompanying notes are prepared in accordance with GAAP. Preparing consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates and assumptions are affected by management's application of accounting policies. Our critical accounting policies that require the use of estimates and assumptions were discussed in detail in the 2025 Annual Report and have not changed materially.
Refer to Item 1: Financial Statements (Unaudited), Note 1: Summary of Significant Accounting Policies included in this Quarterly Report on Form 10-Q for further disclosures regarding new accounting pronouncements.
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Non-GAAP Measures
To supplement our consolidated financial statements, which are prepared in accordance with GAAP, we use certain non-GAAP financial measures, including non-GAAP operating expense, non-GAAP operating income, non-GAAP net income, non-GAAP diluted EPS, adjusted EBITDA, free cash flow, adjusted gross profit, adjusted operating income, and constant currency. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP, and other companies may define such measures differently. For a reconciliation of each non-GAAP measure to the most comparable financial measure prepared and presented in accordance with GAAP, please see the table captioned Reconciliations of Non-GAAP Financial Measures to the Most Directly Comparable GAAP Financial Measures.
We use these non-GAAP financial measures for financial and operational decision making and/or as a means for determining executive compensation. Management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our performance and ability to service debt by excluding certain expenses that may not be indicative of our recurring core operating results. These non-GAAP financial measures facilitate management's internal comparisons to our historical performance, as well as comparisons to our competitors' operating results. Our executive compensation plans exclude non-cash charges related to amortization of intangibles and depreciation of property, plant, and equipment and certain discrete cash and non-cash charges, such as restructuring, loss on sale of business, strategic initiative expenses, or acquisition and integration related expenses. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting and analyzing future periods. We believe these non-GAAP financial measures are useful to investors because they provide greater transparency with respect to key metrics used by management in its financial and operational decision making and because they are used by our institutional investors and the analyst community to analyze the health of our business.
Non-GAAP operating expenses
and
non-GAAP operating income
– We define non-GAAP operating expenses as operating expenses excluding certain expenses related to the amortization of intangible assets, restructuring, loss on sale of business, strategic initiative expenses, and acquisition and integration related expenses. We define non-GAAP operating income as operating income excluding the expenses related to the amortization of intangible assets, restructuring, loss on sale of business, strategic initiative expenses, and acquisition and integration related expenses. Acquisition and integration related expenses include costs, which are incurred to affect and integrate business combinations, such as professional fees; certain employee retention and salaries related to integration; employee severance; contract terminations; travel costs related to knowledge transfer; system conversion costs; and asset impairment charges. We consider these non-GAAP financial measures to be useful metrics for management and investors because they exclude the effect of expenses that are not related to our core operating results. By excluding these expenses, we believe that it is easier for management and investors to compare our financial results over multiple periods and analyze trends in our operations. For example, in certain periods, expenses related to amortization of intangible assets may decrease, which would improve GAAP operating margins, yet the improvement in GAAP operating margins due to this lower expense is not necessarily reflective of an improvement in our core business. There are some limitations related to the use of non-GAAP operating expenses and non-GAAP operating income versus operating expenses and operating income calculated in accordance with GAAP. We compensate for these limitations by providing specific information about the GAAP amounts excluded from non-GAAP operating expense and non-GAAP operating income and evaluating non-GAAP operating expense and non-GAAP operating income together with GAAP operating expense and operating income.
Non-GAAP net income
and
non-GAAP diluted EPS
– We define non-GAAP net income as net income attributable to Itron, Inc. excluding the expenses associated with amortization of intangible assets, amortization of debt placement fees, restructuring, loss on sale of business, strategic initiative expenses, acquisition and integration related expenses, gain on sale of equity method investment, and the tax effect of excluding these expenses. We define non-GAAP diluted EPS as non-GAAP net income divided by diluted weighted-average shares outstanding during the period calculated on a GAAP basis and then reduced to reflect any anti-dilutive impact of the convertible notes hedge transactions. We consider these financial measures to be useful metrics for management and investors for the same reasons that we use non-GAAP operating income. The same limitations described above regarding our use of non-GAAP operating income apply to our use of non-GAAP net income and non-GAAP diluted EPS. We compensate for these limitations by providing specific information regarding the GAAP amounts excluded from these non-GAAP measures and evaluating non-GAAP net income and non-GAAP diluted EPS together with GAAP net income attributable to Itron, Inc. and GAAP diluted EPS.
For interim periods the budgeted annual effective tax rate (AETR) is used, adjusted for any discrete items, as defined in Accounting Standards Codification (ASC) 740 - Income Taxes. The budgeted AETR is determined at the beginning of the fiscal year. The AETR is revised throughout the year based on changes to our full-year forecast. If the revised AETR increases or decreases by 200 basis points or more from the budgeted AETR due to changes in the full-year forecast during the year, the revised AETR is used in place of the budgeted AETR beginning with the quarter the 200 basis point threshold is exceeded and
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going forward for all subsequent interim quarters in the year. We continue to assess the AETR based on latest forecast throughout the year and use the most recent AETR any time it increases or decreases by 200 basis points or more from the prior interim period.
Adjusted EBITDA
– We define adjusted EBITDA as net income (a) minus interest income and gain on sale of equity method investment, (b) plus interest expense, depreciation and amortization, restructuring, loss on sale of business, strategic initiative expenses, acquisition and integration related expenses, and (c) excluding income tax provision or benefit. Management uses adjusted EBITDA as a performance measure for executive compensation. A limitation to using adjusted EBITDA is that it does not represent the total increase or decrease in the cash balance for the period and the measure includes some non-cash items and excludes other non-cash items. Additionally, the items that we exclude in our calculation of adjusted EBITDA may differ from the items that our peer companies exclude when they report their results. We compensate for these limitations by providing a reconciliation of this measure to GAAP net income.
Free cash flow
– We define free cash flow as net cash provided by operating activities less cash used for acquisitions of property, plant and equipment. We believe free cash flow provides investors with a relevant measure of liquidity and a useful basis for assessing our ability to fund our operations and repay our debt. The same limitations described above regarding our use of adjusted EBITDA apply to our use of free cash flow. We compensate for these limitations by providing specific information regarding the GAAP amounts in the reconciliation.
Adjusted gross profit
– We define adjusted gross profit as gross profit excluding the amortization expense of core-developed technology intangible assets.
Adjusted operating income
– We define adjusted operating income as operating income excluding the amortization of core-developed technology intangible assets.
Constant currency
– We refer to the impact of foreign currency exchange rate fluctuations in our discussions of financial results, which references the differences between the foreign currency exchange rates used to translate operating results from the entity's functional currency into U.S. dollars for financial reporting purposes. We also use the term "constant currency", which represents financial results adjusted to exclude changes in foreign currency exchange rates as compared with the rates in the comparable prior year period. We calculate the constant currency change as the difference between the current period results and the comparable prior period's results restated using current period foreign currency exchange rates.
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Reconciliations of Non-GAAP Financial Measures to the Most Directly Comparable GAAP Financial Measures
The tables below reconcile the non-GAAP financial measures of operating expenses, operating income, net income, diluted EPS, adjusted EBITDA, and free cash flow with the most directly comparable GAAP financial measures.
TOTAL COMPANY RECONCILIATIONS
Three Months Ended September 30,
Nine Months Ended September 30,
In thousands, except per share data
2026
2025
2026
2025
NON-GAAP OPERATING EXPENSES
GAAP operating expenses
$
149,382
$
137,762
$
472,698
$
425,973
Amortization of intangible assets
(1)
(8,460)
(4,403)
(25,110)
(13,425)
Restructuring
102
(188)
(345)
(872)
Loss on sale of business
—
—
—
(79)
Strategic initiative
(133)
(1,566)
(608)
(1,566)
Acquisition and integration
(245)
(1,286)
(7,474)
(1,370)
Non-GAAP operating expenses
$
140,646
$
130,319
$
439,161
$
408,661
NON-GAAP OPERATING INCOME
GAAP operating income
$
95,488
$
81,783
$
239,131
$
234,409
Amortization of intangible assets
11,030
4,403
32,745
13,425
Restructuring
(102)
188
345
872
Loss on sale of business
—
—
—
79
Strategic initiative
133
1,566
608
1,566
Acquisition and integration
245
1,286
7,474
1,370
Non-GAAP operating income
$
106,794
$
89,226
$
280,303
$
251,721
NON-GAAP NET INCOME & DILUTED EPS
GAAP net income attributable to Itron, Inc.
$
71,369
$
65,613
$
178,100
$
199,427
Amortization of intangible assets
11,030
4,403
32,745
13,425
Amortization of debt placement fees
1,956
1,777
5,711
5,271
Restructuring
(102)
188
345
872
Loss on sale of business
—
—
—
79
Strategic initiative
133
1,566
608
1,566
Gain on sale of equity method investment
—
—
(3,249)
—
Acquisition and integration
245
1,286
7,474
1,370
Income tax effect of non-GAAP adjustments
1,702
(3,021)
3,018
(4,974)
Non-GAAP net income attributable to Itron, Inc.
$
86,333
$
71,812
$
224,752
$
217,036
Non-GAAP diluted EPS
$
1.94
$
1.54
$
5.01
$
4.68
GAAP weighted average common shares outstanding - Diluted
44,411
46,660
44,827
46,405
Effect of call option transaction - 2021 Notes
—
(34)
—
(11)
Non-GAAP weighted average common shares outstanding - Diluted
44,411
46,626
44,827
46,394
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TOTAL COMPANY RECONCILIATIONS
Three Months Ended September 30,
Nine Months Ended September 30,
In thousands
2026
2025
2026
2025
ADJUSTED EBITDA
GAAP net income attributable to Itron, Inc.
$
71,369
$
65,613
$
178,100
$
199,427
Interest income
(7,194)
(13,569)
(19,107)
(37,582)
Interest expense
5,863
5,647
17,440
16,888
Income tax provision
25,750
24,478
66,092
56,137
Depreciation and amortization
18,440
12,039
55,602
36,221
Restructuring
(102)
188
345
872
Loss on sale of business
—
—
—
79
Strategic initiative
133
1,566
608
1,566
Acquisition and integration
245
1,286
7,474
1,370
Gain on sale of equity method investment
—
—
(3,249)
—
Adjusted EBITDA
$
114,504
$
97,248
$
303,305
$
274,978
FREE CASH FLOW
Net cash provided by operating activities
$
101,953
$
117,829
$
275,545
$
286,631
Acquisitions of property, plant, and equipment
(6,408)
(4,421)
(19,540)
(15,077)
Free Cash Flow
$
95,545
$
113,408
$
256,005
$
271,554
(1)
Excludes amortization of core-developed technology intangible assets.
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The tables below reconcile the non-GAAP financial measure of adjusted gross profit with the most directly comparable GAAP financial measure.
Three months ended September 30, 2026
In thousands
Device Solutions
Networked Solutions
Outcomes
Resiliency Solutions
Segments Subtotal
Total revenues
$
101,520
$
389,502
$
92,241
$
16,070
$
599,333
Total cost of revenues
65,620
226,817
55,964
6,062
354,463
Gross profit
35,900
162,685
36,277
10,008
244,870
Gross margin
35.4
%
41.8
%
39.3
%
62.3
%
40.9
%
Amortization of core-developed technology intangible assets
$
—
$
—
$
625
$
1,945
$
2,570
Adjusted gross profit
35,900
162,685
36,902
11,953
247,440
Adjusted gross margin
35.4
%
41.8
%
40.0
%
74.4
%
41.3
%
Three Months Ended September 30, 2025
In thousands
Device Solutions
Networked Solutions
Outcomes
Segments Subtotal
Total revenues
$
103,622
$
393,702
$
84,301
$
581,625
Total cost of revenues
71,615
238,941
51,524
362,080
Gross profit
32,007
154,761
32,777
219,545
Gross margin
30.9
%
39.3
%
38.9
%
37.7
%
Amortization of core-developed technology intangible assets
$
—
$
—
$
—
$
—
Adjusted gross profit
32,007
154,761
32,777
219,545
Adjusted gross margin
30.9
%
39.3
%
38.9
%
37.7
%
Nine months ended September 30, 2026
In thousands
Device Solutions
Networked Solutions
Outcomes
Resiliency Solutions
Segments Subtotal
Total revenues
$
337,342
$
1,079,403
$
284,550
$
47,922
$
1,749,217
Total cost of revenues
218,664
628,491
172,119
18,114
1,037,388
Gross profit
118,678
450,912
112,431
29,808
711,829
Gross margin
35.2
%
41.8
%
39.5
%
62.2
%
40.7
%
Amortization of core-developed technology intangible assets
$
—
$
—
$
1,875
$
5,760
$
7,635
Adjusted gross profit
118,678
450,912
114,306
35,568
719,464
Adjusted gross margin
35.2
%
41.8
%
40.2
%
74.2
%
41.1
%
Nine Months Ended September 30, 2025
In thousands
Device Solutions
Networked Solutions
Outcomes
Segments Subtotal
Total revenues
$
342,253
$
1,205,368
$
247,916
$
1,795,537
Total cost of revenues
238,902
744,650
151,603
1,135,155
Gross profit
103,351
460,718
96,313
660,382
Gross margin
30.2
%
38.2
%
38.8
%
36.8
%
Amortization of core-developed technology intangible assets
$
—
$
—
$
—
$
—
Adjusted gross profit
103,351
460,718
96,313
660,382
Adjusted gross margin
30.2
%
38.2
%
38.8
%
36.8
%
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Item 3:    Quantitative and Qualitative Disclosures About Market Risk
In the normal course of business, we are exposed to interest rate and foreign currency exchange rate risks that could impact our financial position and results of operations. As part of our risk management strategy, we may use derivative financial instruments to hedge certain foreign currency and interest rate exposures. Our objective is to offset gains and losses resulting from these exposures with losses and gains on the derivative contracts used to hedge them, therefore reducing the impact of volatility on earnings or protecting the fair values of assets and liabilities. We use derivative contracts only to manage existing underlying exposures. Accordingly, we do not use derivative contracts for trading or speculative purposes.
Interest Rate Risk
We may be exposed to interest rate risk through variable rate debt instruments, namely the multicurrency revolving line of credit. At September 30, 2026, we had no outstanding variable rate debt.
We continually monitor and assess our interest rate risk and may institute additional interest rate swaps or other derivative instruments to manage such risk in the future if we were to have variable rate debt outstanding.
Foreign Currency Exchange Rate Risk
We conduct business in a number of countries. Revenues denominated in functional currencies other than the U.S. dollar were 21% and 25% of total revenues for the three and nine months ended September 30, 2026 compared with 23% and 24% for the same respective period in 2025. These transactions expose our account balances to movements in foreign currency exchange rates that could have a material effect on our financial results. Our primary foreign currency exposure relates to non-U.S. dollar denominated transactions in our international subsidiary operations, the most significant of which is the euro.
We are exposed to foreign exchange risk when we enter into non-functional currency transactions, both intercompany and third party. At each period-end, non-functional currency monetary assets and liabilities are revalued with the change recognized within other income (expense) in our Consolidated Statements of Operations. We enter into monthly foreign exchange forward contracts, which are not designated for hedge accounting, with the intent to reduce earnings volatility associated with currency exposures. As of September 30, 2026, a total of 35 contracts were offsetting our exposures from the euro, pound sterling, Indonesian rupiah, Canadian dollar, Australian dollar, and various other currencies, with notional amounts ranging from $111,975 to $25.4 million.
In future periods, we may use additional derivative contracts to protect against foreign currency exchange rate risks.
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Item 4:    Controls and Procedures
Evaluation of disclosure controls and procedures
An evaluation was performed under the supervision and with the participation of our Company's management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e)) under the Securities Exchange Act of 1934 as amended. Based on that evaluation, the Company's management, including the Chief Executive Officer and Chief Financial Officer, concluded that as of September 30, 2026, the Company's disclosure controls and procedures were effective to ensure the information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
Changes in internal controls over financial reporting
There have been no changes in our internal control over financial reporting during the three months ended September 30, 2026 that materially affected, or are reasonably likely to materially affect, internal control over financial reporting.
52
Table of Contents
PART II: OTHER INFORMATION
Item 1:    Legal Proceedings
Refer to Item 1: Financial Statements (Unaudited), Note 11: Commitments and Contingencies included in this Quarterly Report on Form 10-Q.
Item 1A:    Risk Factors
For a complete list of Risk Factors, refer to Part I, Item 1A: Risk Factors of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the Securities and Exchange Commission on February 17, 2026.
Item 2:    Unregistered Sales of Equity Securities and Use of Proceeds
(a)
Not applicable.
(b)
Not applicable.
(c)
Issuer Repurchase of Equity Securities.
Period
Total Number of
Shares Purchased
(1)(2)(4)
Average Price Paid per Share
(3)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
(In thousands)
July 1, 2026 through July 31, 2026
—
$
—
—
$
297,766
August 1, 2026 through August 31, 2026
—
—
—
297,766
September 1, 2026 through September 30, 2026
—
—
—
297,766
Total
—
—
(1)
Effective November 10, 2025, Itron's Board of Directors authorized a repurchase program of up to $250 million of Itron's common stock over an 18-month period.
(2)
Effective May 8, 2026, Itron's Board of Directors authorized a repurchase program of up to $200 million of Itron's common stock over an 18-month period.
(3)
Excludes commissions.
(4)
Shares purchased may include shares transferred to us by certain employees who vested in restricted stock units and used shares to pay all, or a portion of, the related taxes.
Item 5:    Other Information
(a)
No information was required to be disclosed in a report on Form 8-K during the third quarter of 2026 that was not reported.
(b)
Not applicable.
(c)
Insider Trading Arrangements
Our officers, as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934 (the Exchange Act), and directors from time to time enter into contracts, instructions or written plans for the purchase or sale of our securities that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) against liability for trading in securities on the basis of material nonpublic information. During the quarter ended September 30, 2026, the following Section 16 officers adopted, modified, or terminated trading arrangements (as defined in Item 408 of Regulation S-K of the Exchange Act):
•
On
August 14, 2026
,
David M. Wright
,
Vice President, Corporate Controller and Chief Accounting Officer
,
adopted
a written trading plan designed to be in effect until
February 26, 2027
, with respect to the sale of up to
832
shares of Itron, Inc. common stock, subject to certain conditions.
•
On
August 18, 2026
,
Donald L. Reeves
,
Senior Vice President
, Outcomes,
adopted
a written trading plan designed to be in effect until
August 31, 2027
, with respect to the sale of up to
11,616
shares of Itron, Inc. common stock, subject to certain conditions.
53
Table of Contents
•
On
August 24, 2026
,
Joan S. Hooper
,
Senior Vice President and Chief Financial Officer
,
adopted
a written trading plan designed to be in effect until
June 24, 2027
, with respect to the exercise of up to
15,750
stock options of Itron, Inc. common stock, subject to certain conditions.
•
On
September 1, 2026
,
Justin K. Patrick
,
Senior Vice President
, Device Solutions,
adopted
a written trading plan designed to be in effect until
May 19, 2027
, with respect to the sale of up to
7,435
shares of Itron, Inc. common stock, subject to certain conditions.
54
Table of Contents
Item 6:    Exhibits
Exhibit
Number
Description of Exhibits
31.1
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101
The following financial information from Itron, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Equity, (v) the Consolidated Statements of Cash Flows, and (vi) Notes to the Consolidated Financial Statements.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
55
Table of Contents
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ITRON, INC.
October 27, 2026
By:
/s/ JOAN S. HOOPER
Date
Joan S. Hooper
Senior Vice President and Chief Financial Officer
56

----- itriex-31109302026.htm -----
EX-31.1
2
itriex-31109302026.htm
EX-31.1 SECTION 302 CEO CERTIFICATION
Document
Exhibit 31.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Thomas L. Deitrich, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Itron, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
ITRON, INC.
By:
/s/ THOMAS L. DEITRICH
Thomas L. Deitrich
President and Chief Executive Officer
Date: October 27, 2026

----- itriex-31209302026.htm -----
EX-31.2
3
itriex-31209302026.htm
EX-31.2 SECTION 302 CFO CERTIFICATION
Document
Exhibit 31.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Joan S. Hooper, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Itron, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
ITRON, INC.
By:
/s/ JOAN S. HOOPER
Joan S. Hooper
Senior Vice President and Chief Financial Officer
Date: October 27, 2026

----- itriex-32109302026.htm -----
EX-32.1
4
itriex-32109302026.htm
EX-32.1 SECTION 906 CEO AND CFO CERTIFICATIONS
Document
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
The certification set forth below is being submitted in connection with the Quarterly Report of Itron, Inc. (the Company) on Form 10-Q for the quarterly period ended September 30, 2026 (the Report) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code.
Thomas L. Deitrich, the Chief Executive Officer, and Joan S. Hooper, the Chief Financial Officer, of the Company each certifies that to the best of his or her knowledge:
(1)    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ THOMAS L. DEITRICH
October 27, 2026
Thomas L. Deitrich
President and Chief Executive Officer
Date
/s/ JOAN S. HOOPER
October 27, 2026
Joan S. Hooper
Senior Vice President and Chief Financial Officer
Date