465741AN6

• GAAP net income attributable to Itron was $53 million, or $1.19 per diluted share, down from $68 million, or $1.47 per share, in the prior year.
• Non-GAAP diluted EPS was $1.59, down $0.03 from $1.62 in Q2 2025.
• Adjusted EBITDA increased 8% to $97 million, and free cash flow was $81 million, down from $91 million.
• The company raised its full-year 2026 non-GAAP diluted EPS outlook to $6.30-$6.50, with revenue expected between $2.37 and $2.41 billion.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Itron, Inc. held its 2026 Annual Meeting of Shareholders on May 7, 2026, with all three proposals passing.
• Advisory (non-binding) resolution on executive compensation passed with 34,659,055 votes for, 3,985,830 against, and 117,442 abstentions.
• Ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2026 passed with 39,470,297 votes for, 1,303,815 against, and 15,522 abstentions.
• On May 6, 2026, the Board authorized a new share repurchase program of up to $200 million over an 18-month period, effective May 8, 2026.

5.07 Submission of Matters to a Vote of Security Holders · 8.01 Other Events

• GAAP net income attributable to Itron was $53 million, down $12 million year-over-year; GAAP diluted EPS was $1.18, down $0.24.
• Non-GAAP diluted EPS was $1.49, down $0.03; adjusted EBITDA was $92 million, up 5%.
• Adjusted gross margin was 40.7%, up 490 basis points; free cash flow was $79 million, up $11 million.
• Q2 2026 outlook: revenue between $560 and $570 million, non-GAAP diluted EPS between $1.25 and $1.35.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Itron, Inc. was notified on April 13, 2026, that an unauthorized third party gained access to certain of its systems.
• Itron remediated the unauthorized activity and observed no subsequent unauthorized activity in its corporate systems or customer hosted systems.
• Operations have continued in all material respects, and Itron expects a significant portion of direct incident costs to be reimbursed by insurers.
• Itron does not currently believe the incident has had or is reasonably likely to have a material impact on the company.

8.01 Other Events

• The notes mature on March 15, 2032, have an initial conversion rate of 8.0793 shares per $1,000 principal (conversion price ~$123.77), and are senior unsecured obligations.
• Itron paid approximately $92.8 million for capped call transactions with BNP Paribas, Citibank, Deutsche Bank, HSBC, and Wells Fargo, covering ~6.5 million shares with a cap price of $190.42 per share.
• Proceeds are intended to fund the capped call cost, repurchase up to ~$125 million of common stock, repay the 0.00% Convertible Senior Notes due 2026, and for general corporate purposes.
• The notes were offered in a private placement under Rule 144A and are not registered under the Securities Act.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 3.02 Unregistered Sales of Equity Securities · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Q4 2025 revenue was $572 million, down 7% year-over-year; full-year revenue was $2.4 billion, down 3%.
• Full-year 2025 GAAP net income was $301 million, or $6.50 per diluted share, up from $239 million, or $5.18 per share, in 2024.
• Q4 adjusted EBITDA was $99 million, up 21% year-over-year; full-year adjusted EBITDA was $374 million, up 16%.
• For Q1 2026, Itron guides revenue of $565-$575 million and non-GAAP diluted EPS of $1.20-$1.30; for full-year 2026, revenue of $2.35-$2.45 billion and non-GAAP diluted EPS of $5.75-$6.25.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The purchase price is $525 million, subject to working capital and other closing adjustments, funded from cash on hand.
• Locusview is a privately held utility-focused software and services company based in the U.S. and Israel.
• The acquisition is expected to close in early January 2026.
• Itron plans to leverage Locusview's digital construction management platform to enhance its Resiliency Solutions offerings.

1.01 Entry into a Material Definitive Agreement · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• On November 7, 2025, Itron's Board of Directors authorized a new share repurchase program of up to $250 million over an 18-month period, effective November 10, 2025.
• From November 3 through November 6, 2025, Itron repurchased 942,577 shares for a total of $100 million, fully utilizing its prior repurchase program that began September 19, 2024.
• The new program may be commenced or suspended from time to time without prior notice depending on market conditions and other factors.

8.01 Other Events