ITRON, INC.

Previous wording

We operate under the Itron brand worldwide and manage and report under three operating segments: Device Solutions, Networked Solutions, and Outcomes. The product and operating definitions of the three segments are as follows:

Current wording

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:

Previous wording

Device Solutions – This segment primarily includes hardware products used for measurement, control, or sensing that can have communications capability embedded for use with our broader Itron systems, i.e., hardware-based products that may be part of a complete end-to-end solution. 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 that may be sold as part of an Itron end-to-end solution and designed to meet market requirements; and the implementation and installation of communicating and non-communicating devices.

Current wording

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.

Previous wording

Networked Solutions – This segment primarily includes a combination of communicating devices (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 devices 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.

Current wording

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

Previous wording

Outcomes – This segment primarily includes our value-added, enhanced software and services in which we enable grid edge intelligence and manage, organize, analyze, and interpret raw, anonymized data using artificial intelligence, machine learning, statistical modeling, and other analytics. This delivers new value for utilities and smart cities through improving decision making, maximizing operational profitability, engaging consumers, enhancing resource efficiency, and improving grid resiliency and reliability. Outcomes supports high-value use cases, such as data management, grid operations, distributed intelligence, AMI operations, gas distribution and safety, water operations management, revenue assurance, DERMs, energy forecasting, consumer engagement, smart payment, and fleet energy resource management. 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 distributed energy resources (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.

Current wording

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.

Previous wording

We have three measures of segment performance: revenues, gross profit (margin), and operating income (margin). Intersegment revenues are minimal. Certain operating expenses are allocated to the operating 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.

Current wording

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.

Previous wording

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, 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.

Current wording

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.

Previous wording

Refer to the Non-GAAP Measures section below on pages 45-48 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.

Current wording

Refer to the Non-GAAP Measures section below on pages 42-45 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.

Previous wording

•Net income attributable to Itron, Inc. was $65.6 million compared with net income of $78.0 million in 2024

Current wording

•Net income attributable to Itron, Inc. was $53.5 million compared with net income of $65.5 million in 2025

Previous wording

•GAAP diluted EPS decreased by$0.29 to $1.41 in 2025

Current wording

•GAAP diluted EPS decreased by $0.24 to $1.18 in 2026

Previous wording

•Total backlog was $4.3 billion, and twelve-month backlog was $1.5 billion at September 30, 2025, compared with$4.0 billion and$1.7 billion at September 30, 2024

Current wording

•Total backlog was $4.4 billion, and twelve-month backlog was $1.6 billion at March 31, 2026, compared with$4.7 billion and$1.6 billion at March 31, 2025

Previous wording

Effective September 19, 2024, Itron's Board of Directors authorized a repurchase up to $100 million of our common stock over an 18-month period (the 2024 Stock Repurchase Program). The repurchase program is intended to comply with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. We have repurchased no shares under the 2024 Stock Repurchase Program.

Current wording

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.

Previous wording

On October 6, 2025, we entered into an Agreement and Plan of Merger to acquire 100 percent of the outstanding equity of Urbint, Inc., a privately held software and services company, based in Florida, serving utilities. The acquisition provides value to Itron through the leverage of Urbint's AI-powered operational resilience solutions to enhance our offerings to our customers. The acquisition is expected to close in the fourth quarter of 2025. The purchase price for the acquisition is $325 million, with adjustment for final working capital and other closing considerations to be determined following the transaction's close. The purchase will be funded through cash on hand.

Current wording

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 preliminary purchase price allocated to acquired assets and liabilities was $546.6 million, which was funded through cash on hand. The purchase price is subject to further adjustment based on final working capital and other closing considerations to be determined following the transaction's close.

Previous wording

Total Company GAAP and Non-GAAP Highlights and Endpoints Under Management:

Current wording

Total Company GAAP, Non-GAAP Highlights and Annual Recurring Revenue:

Previous wording

(1)These measures exclude certain expenses that we do not believe are indicative of our core operating results. See pages 45-48 for information about these non-GAAP measures and reconciliations to the most comparable GAAP measures.

Current wording

(1)These measures exclude certain expenses that we do not believe are indicative of our core operating results. See pages 42-45 for information about these non-GAAP measures and reconciliations to the most comparable GAAP measures.

Previous wording

Total revenues decreased $32.4 million compared with the same period in 2024. Product revenues decreased by $64.3 million, and service revenues increased by $31.9 million. Device Solutions decreased by $25.8 million; Networked Solutions decreased by$31.6 million; and Outcomes increased by $24.9 million when compared with the same period last year. Changes in exchange rates favorably impacted total revenues by$4.0 million, of which $4.7 million favorably impacted Device Solutions and $1.2 million unfavorably impacted Networked Solutions.

Current wording

Total revenues decreased $20.2 million compared with the same period in 2025. Product revenues decreased by $45.3 million, and service revenues increased by $25.2 million. Device Solutions decreased by $1.5 million; Networked Solutions decreased by$52.1 million; and Outcomes increased by $17.4 million when compared with the same period last year. Resiliency Solutions provided revenues of $16.0 million during the quarter. Changes in exchange rates favorably impacted total revenues by$13.7 million, of which $10.1 million favorably impacted Device Solutions and $2.4 million favorably impacted Networked Solutions.

Previous wording

Gross margin was 36.8%, compared with 34.2% in 2024. Product sales gross margin increased to 34.6%, compared with 32.7% in 2024, and gross margin on service revenues increased to 49.4%, compared with 44.8% in 2024.

Current wording

Gross margin was 40.3%, compared with 35.8% in 2025. Product sales gross margin increased to 37.2%, compared with 33.8% in 2025, and gross margin on service revenues increased to 53.8%, compared with 48.2% in 2025.

Previous wording

Refer to Operating Segment Results section below for further detail on total company revenues and gross margin.

Current wording

Refer to Reportable Segment Results section below for further detail on total company revenues and gross margin.

Previous wording

Operating expenses increased $1.9 million for the nine months ended September 30, 2025 as compared with the same period in 2024. This was primarily the result of a $3.6 million increase in sales, general and administrative expenses, primarily driven by increased labor costs, and a $1.5 million increase in restructuring expenses, partially offset by a $2.8 million decrease in research and development expenses driven by reduced professional service costs and a $0.7 million loss on sale of business recognized in 2024. Refer to Item 1: Financial Statements (Unaudited), Note 12: Restructuring included in this Quarterly Report on Form 10-Q for additional information.

Current wording

Operating expenses increased $27.7 million for the three months ended March 31, 2026 as compared with the same period in 2025. This was primarily the result of a $18.4 million increase in sales, general and administrative expenses primarily driven by increased labor and acquisition-related costs, a $4.9 million increase in research and development expenses primarily driven by increased labor costs, and a $3.7 million increase in amortization of intangible assets. Refer to Item 1: Financial Statements (Unaudited), Note 4: Intangible Assets included in this Quarterly Report on Form 10-Q for additional information.

Previous wording

Total other income (expense) for the three and nine months ended September 30, 2025 was income of $8.9 million and $22.1 million, compared with income of $8.5 million and $13.3 million in the same period in 2024.

Current wording

Total other income (expense) for the three months ended March 31, 2026 was expense of $0.4 million, compared with income of $6.1 million in the same period in 2025.

Previous wording

The net other income for the three months ended September 30, 2025 was substantially flat as compared with the same period in 2024.

Current wording

The decrease in net other income for the three months ended March 31, 2026, as compared with the same period in 2025, was driven by the $6.1 million decrease in interest income primarily due to decreased interest-earning cash.

Previous wording

For the three and nine months ended September 30, 2025, our income tax expense was $24.5 million and $56.1 million, compared with income tax expense of $3.5 million and $32.1 million for the same period in 2024. 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% due to the impact 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. Our tax rate for the three and nine months ended September 30, 2024 of 4% and 15% 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, U.S. taxation of foreign earnings including GILTI (Global Intangible Low-Taxed Income), net of Section 250 deduction, Subpart F income, a benefit related to stock-based compensation, tax credits, state taxes, and uncertain tax positions. Approximately $14 million in discrete tax benefits were recorded related to the favorable resolution of a foreign tax audit in the three months ended September 30, 2024.

Current wording

For the three months ended March 31, 2026, our income tax expense was $13.6 million, compared with income tax expense of $16.9 million for the same period in 2025. Our tax rate for the three months ended March 31, 2026 of 20% 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, 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 months ended March 31, 2025 of 21% was in line with 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.

Previous wording

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. Since ASC 740 requires the income tax effects of a change in tax law to be recognized in the period of enactment, this Act is incorporated into our annual effective tax rate and current and expected cash taxes as of September 30, 2025. Included in our effective tax rate this quarter is an increase of approximately $4 million in full year tax expense, and a reduction in forecasted cash taxes of approximately $45 million from amounts calculated before passage of the Act. These results are driven by numerous changes to existing tax law that are retroactive to 2025, including provisions for the current deductibility of certain property additions and deductibility of current and previously capitalized domestic research and development costs. Additionally, multiple changes are effective beginning in 2026 and we are continuing to evaluate the impacts they will have on our subsequent consolidated financial statements and related disclosures.

Current wording

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.

Previous wording

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. The OECD continues to release more guidance on these rules and framework, and we are evaluating the impact to our financial position. 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, the Company anticipates it will meet the safe harbors in most jurisdictions in 2025, and any remaining top-up tax should be immaterial.

Current wording

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. 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.

Previous wording

For a description of our operating segments, refer to Item 1: Financial Statements (Unaudited), Note 15: 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 operating segment:

Current wording

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:

Previous wording

Revenues decreased $19.1 million, or 16%. Changes in foreign currency exchange rates favorably impacted revenues by $4.2 million. Revenues were lower due to decreased shipments in Europe, the Middle East and Africa and North America.

Current wording

Revenues decreased $1.5 million, or 1%. Changes in foreign currency exchange rates favorably impacted revenues by $10.1 million. Revenues were lower due to the planned decrease in electric residential sales in Europe, Middle East, and Africa (EMEA) and lower North American project deployments.

Previous wording

For the three months ended September 30, 2025, gross margin was 30.9%, compared with 27.2% for the same period in 2024. The 370 basis point increase over the prior year was primarily due to an improved customer and product mix.

Current wording

For the three months ended March 31, 2026, adjusted gross margin was 35.4%, compared with 30.0% for the same period in 2025. The 540 basis point increase over the prior year was primarily driven by improved customer and product mix.

Previous wording

Revenues decreased $31.6 million, or 3%, for the first nine months of 2025, compared with the same period in 2024. The decline was primarily due to timing of customer deployments and an unusually large first half 2024 volume, which included a significant amount of catch-up of previously supply chain constrained revenue. Changes in foreign currency exchange rates unfavorably impacted revenues by $1.2 million.

Current wording

Revenues decreased $52.1 million, or 13%, for the first three months of 2026, compared with the same period in 2025. The decline was primarily due to timing of customer deployments. Changes in foreign currency exchange rates favorably impacted revenues by $2.4 million.

Previous wording

Operating expenses decreased $1.7 million, or 2%, for the first nine months of 2025, compared with the same period in 2024. The decrease was primarily related to lower product development costs.

Current wording

Adjusted operating income decreased $6.0 million, or 5%, for the first three months of 2026, compared with the same period in 2025. The decrease was a result of lower adjusted gross profit.

Previous wording

Revenues increased $24.9 million, or 11%, for the first nine months of 2025, compared with 2024. This increase was driven by higher recurring revenue, as well as software licenses.

Current wording

Revenues increased $17.4 million, or 22%, for the first three months of 2026, compared with 2025. This increase was driven by higher recurring revenue, as well as increased professional services and hardware sales. Changes in foreign currency exchange rates favorably impacted revenues by $1.3 million.

Previous wording

Gross margin increased to 38.8% for the period ending in 2025, compared with 35.0% for last year. The 380 basis point increase was driven by improved revenue mix and lower costs.

Current wording

Adjusted gross margin increased to 41.7% for the period ending in 2026, compared with 39.2% for last year. The 250 basis point increase was driven by improved revenue mix and lower costs.

Previous wording

For the first nine months of 2025, Corporate unallocated expenses increased $1.4 million, or 1%, compared with the 2024 period. This increase was primarily the result of a $2.9 million increase in sales, general and administrative expenses driven by increased labor costs and a $1.5 million increase in restructuring expenses, partially offset by a $2.5 million decrease in product development expenses and a $0.7 million loss on sale of business recognized in 2024. Refer to Item 1: Financial Statements (Unaudited), Note 12: Restructuring included in this Quarterly Report on Form 10-Q for additional information.

Current wording

For the first three months of 2026, Corporate unallocated expenses increased $18.9 million, or 22%, compared with the 2025 period. This increase was primarily the result of a $14.0 million increase in sales, general and administrative expenses driven by increased labor and acquisition-related costs, and a $3.7 million increase in amortization of intangible assets. Refer to Item 1:

Previous wording

Cash and cash equivalents were $1.33 billion at September 30, 2025, compared with $1.05 billion at December 31, 2024. The $280.7 million increase in cash and cash equivalents during the 2025 period was primarily net cash provided by operations as a result of higher earnings.

Current wording

Cash and cash equivalents were $712.9 million at March 31, 2026, compared with $1.02 billion at December 31, 2025. The $307.5 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 lower income tax payments.

Previous wording

Cash provided by operating activities during the nine months in 2025 was $286.6 million compared with $158.3 million during the same period in 2024. The increase was primarily due to increased earnings in 2025, an increase in working capital (current assets less current liabilities) conversion compared with the same period in 2024, and lower income tax payments in 2025.

Current wording

Cash provided by operating activities during the three months in 2026 was $85.5 million compared with $72.1 million during the same period in 2025. The increase was primarily due to lower income tax payments in 2026, partially offset by decreased earnings in 2026 and working capital (current assets less current liabilities) conversion compared with the same period in 2025.

Previous wording

During the nine months ended September 30, 2025, net cash used in investing activities was $16.8 million compared with $54.4 million in 2024, resulting in a change of $37.6 million. The movement was primarily related to net cash used for the acquisition of Elpis Squared for $34.1 million in 2024, along with $5.8 million in reduced purchases of property, plant, and equipment in 2025 compared with the same period in 2024.

Current wording

During the three months ended March 31, 2026, net cash used in investing activities was $521.6 million compared with $4.6 million in 2025, resulting in additional net outflow of $516.9 million. The change was primarily related to net cash used for the acquisition of Locusview of $515 million in 2026, along with an increase of $1.9 million used for purchases of property, plant, and equipment in 2026 compared with the same period in 2025.

Previous wording

Net cash provided by financing activities during the nine months in 2025 was $1.8 million, compared with $576.1 million for the same period in 2024. The change is due primarily to the issuance in 2024 of the convertible notes, net of total debt issuance cost, totaling $784 million, partially offset by the purchase of the capped call for the convertible offering of $109.0 million and common stock repurchased totaling $100.0 million.

Current wording

Net cash provided by financing activities during the three months in 2026 was $131.4 million, compared with $1.8 million for the same period in 2025. The change is due primarily to the sale of 2026 of the convertible notes, net of total debt issuance cost, totaling $784 million, partially offset by the repayment of our 2021 convertible notes of $460 million, common stock repurchased totaling $100.0 million, and the purchase of the capped call for the convertible offering of $92.8 million.

Previous wording

The effect of exchange rates on the cash balances of currencies held in foreign denominations at September 30, 2025 was an increase of $9.0 million, compared with an increase of $0.4 million for the same period in 2024. Our foreign currency exposure relates to non-U.S. dollar denominated balances in our international subsidiary operations.

Current wording

The effect of exchange rates on the cash balances of currencies held in foreign denominations at March 31, 2026 was a decrease of $2.9 million, compared with an increase of $2.8 million for the same period in 2025. Our foreign currency exposure relates to non-U.S. dollar denominated balances in our international subsidiary operations.

Previous wording

Free cash flow increased due to higher operating cash flow and reduced spending on property, plant, and equipment. See the cash flow discussion of operating and investing activities above.

Current wording

Free cash flow increased due to higher operating cash flow, partially offset by increased spending on property, plant, and equipment. See the cash flow discussion of operating and investing activities above.

Previous wording

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, 2025, no amount was outstanding under the 2025 credit facility, and $45.1 million was utilized by outstanding standby letters of credit, resulting in $704.9 million available for borrowing. As of September 30, 2025, $254.9 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 Itron does not settle or extend a sufficient portion of its outstanding convertible notes, as detailed in the 2025 credit facility.

Current wording

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 March 31, 2026, no amount was outstanding under the 2025 credit facility and $43.4 million was utilized by outstanding standby letters of credit, resulting in $706.6 million available for borrowing. As of March 31, 2026, $256.6 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.

Previous wording

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 notes will mature on July 15, 2030, unless earlier repurchased, redeemed, or converted in accordance with their terms.

Current wording

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

Previous wording

On March 12, 2021, we closed the sale of $460 million in convertible notes (the 2021 Notes) in a private placement to qualified institutional buyers. These convertible notes do not bear regular interest, and the principal amount does not accrete. The convertible notes will mature on March 15, 2026, unless earlier repurchased, redeemed, or converted in accordance with their terms.

Current wording

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 Notes will mature on March 15, 2032, unless earlier repurchased, redeemed, or converted in accordance with their terms.