ITRON, INC.

Previous 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

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 (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.

Previous 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.

Current wording

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.

Previous wording

•Revenues were $587.0 million compared with $607.2 million in 2025, a decrease of $20.2 million, or 3%

Current wording

•Revenues were $562.9 million compared with $606.8 million in 2025, a decrease of 7%

Previous wording

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

Current wording

•Net income attributable to Itron, Inc. was $53.3 million compared with net income of $68.3 million in 2025

Previous wording

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

Current wording

•GAAP diluted EPS decreased by$0.28 to $1.19 in 2026

Previous wording

•Non-GAAP diluted EPS was $1.49, a decrease of $0.03 compared with 2025

Current wording

•Non-GAAP diluted EPS was $1.59, a decrease of $0.03 compared with 2025

Previous 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

Current wording

•Total backlog was $4.4 billion and twelve-month backlog was $1.7 billion at June 30, 2026, compared with$4.5 billion and$1.5 billion at June 30, 2025

Previous 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.

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. For 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.

Previous 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.

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 $546.4 million, which was funded through cash on hand. The purchase price was subject to further adjustment based on final working capital and other closing considerations.

Previous 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.

Current wording

(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.

Previous 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.

Current wording

Total revenues decreased $64.0 million compared with the same period in 2025. Product revenues decreased by $109.1 million, and service revenues increased by $45.0 million. Device Solutions decreased by $2.8 million; Networked Solutions decreased by$121.8 million; and Outcomes increased by $28.7 million when compared with the same period last year. Resiliency Solutions provided revenues of $31.9 million during the six months period. Changes in exchange rates favorably impacted total revenues by$16.9 million, of which $12.1 million favorably impacted Device Solutions and $3.1 million favorably impacted Networked Solutions.

Previous 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.

Current wording

Gross margin was 40.6%, compared with 36.3% in 2025. Product sales gross margin increased to 37.6%, compared with 34.3% in 2025, and gross margin on service revenues increased to 53.3%, compared with 48.6% in 2025.

Previous 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.

Current wording

Operating expenses increased $35.1 million for the six months ended June 30, 2026 as compared with the same period in 2025. This was primarily the result of a $20.6 million increase in sales, general and administrative expenses primarily driven by increased labor costs, IT expenses, and acquisition-related costs, a $7.6 million increase in amortization of intangible assets driven by the two recent acquisitions, and a $7.2 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.

Previous 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.

Current wording

Total other income (expense) for the three and six months ended June 30, 2026 was income of $4.1 million and $3.8 million, compared with income of $7.1 million and $13.1 million in the same period in 2025.

Previous 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.

Current wording

The decrease in net other income for the three months ended June 30, 2026, as compared with the same period in 2025, was primarily driven by the $6.0 million decrease in interest income due to decreased interest-earning cash, partially offset by the $3.2 million increase in other income (expense), resulting primarily from the gain on the sale of an equity method investment.

Previous 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.

Current wording

For the three and six months ended June 30, 2026, our income tax expense was $26.7 million and $40.3 million, compared with income tax expense of $14.7 million and $31.7 million for the same periods in 2025. Our tax rate for the three and six months ended June 30, 2026 of 33% 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. Our tax rate for the three and six months ended June 30, 2025 of 18% and 19% 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.

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. 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.

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 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.

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 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.

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. 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.

Previous wording

(1) Refer to the Non-GAAP Measures section below on pages 42-45 for additional information on adjusted gross profit and margin

Current wording

(1) Refer to the Non-GAAP Measures section below on pages 46-50 for additional information on adjusted gross profit and margin.

Previous 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.

Current wording

Revenues decreased $1.3 million, or 1%. Changes in foreign currency exchange rates favorably impacted revenues by $2.0 million. Revenues were lower due to the planned decreases in electric residential sales.

Previous 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.

Current wording

For the six months ended June 30, 2026, adjusted gross margin was 35.1%, compared with 29.9% for the same period in 2025. The 520 basis point increase over the prior year was primarily driven by improved customer and product mix.

Previous 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.

Current wording

Revenues decreased $121.8 million, or 15%, for the first six 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 $3.1 million.

Previous wording

Adjusted gross margin was 40.8% for the 2026 period, compared with 36.9% in 2025. The 390 basis point increase was primarily related to favorable customer mix and operational efficiencies.

Current wording

Adjusted gross margin was 41.8% for the 2026 period, compared with 37.7% in 2025. The 410 basis point increase was primarily related to favorable customer mix and operational efficiencies.

Previous 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.

Current wording

Adjusted operating income decreased $14.9 million, or 6%, for the first six 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.

Previous 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.

Current wording

Revenues increased $28.7 million, or 18%, for the first six months of 2026, compared with 2025. This increase was driven by higher recurring revenue, as well as increased services and hardware sales, partially offset by lower software license sales. Changes in foreign currency exchange rates favorably impacted revenues by $1.8 million.

Previous 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.

Current wording

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 revenue growth and lower costs.

Previous wording

Adjusted operating income for the first three months of 2026 increased $8.0 million, or 56%, compared with the same period last year. This increase was a result of increased adjusted gross profit, partially offset by increased labor costs.

Current wording

Adjusted operating income for the first six months of 2026 increased $12.9 million, or 43%, compared with the same period last year. This increase was a result of higher adjusted gross profit, partially offset by increased labor costs.

Previous wording

Revenues were $16.0 million for the first three months of 2026. Revenues consisted primarily of managed services revenue, as well as hardware and professional services revenue related to deploying customer environments.

Current wording

Revenues were $31.9 million for the first six months of 2026. Revenues consisted primarily of managed services, as well as hardware and professional services related to deploying customer environments.

Previous wording

Adjusted gross margin was 73.0% for the first three months of 2026. Costs included in calculating gross margin primarily consist of hosting fees, labor costs for managed services and professional services delivery, and certain hardware costs.

Current wording

Adjusted gross margin was 74.1% for the first six 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.

Previous 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:

Current wording

For the first six months of 2026, Corporate unallocated expenses increased $23.1 million, or 14%, compared with the 2025 period. This increase was primarily the result of a $14.4 million increase in sales, general and administrative expenses driven by increased labor costs, professional services, and acquisition-related costs, and a $7.6 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

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.

Current wording

Cash and cash equivalents were $745.2 million at June 30, 2026, compared with $1.02 billion at December 31, 2025. The $275.2 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.

Previous 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.

Current wording

Cash provided by operating activities during the six months in 2026 was $173.6 million compared with $168.8 million during the same period in 2025. The increase was primarily due to higher earnings and a decrease in restructuring payments in 2026, partially offset by decreased interest income in 2026.

Previous 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.

Current wording

During the six months ended June 30, 2026, net cash used in investing activities was $525.1 million compared with $10.7 million in 2025, resulting in additional net outflow of $514.4 million. The change was primarily related to the acquisition of Locusview of $515 million in 2026.

Previous 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.

Current wording

Net cash provided by financing activities during the six months in 2026 was $79.9 million, compared with $4.8 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.

Previous 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.

Current wording

The effect of exchange rates on the cash balances of currencies held in foreign denominations at June 30, 2026 is a decrease of $3.5 million, compared with an increase of $10.1 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

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 payments 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.

Current wording

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.

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 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.

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 June 30, 2026, no amount was outstanding under the 2025 credit facility, and $43.1 million was utilized by outstanding standby letters of credit, resulting in $706.9 million available for borrowing. As of June 30, 2026, $256.9 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 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

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 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.

Previous 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.

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 2026 Notes will mature on March 15, 2032, unless earlier repurchased, redeemed, or converted in accordance with their terms.

Previous wording

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 three months ended March 31, 2026, we paid out $3.7 million related to all our restructuring projects. As of March 31, 2026, $14.7 million was accrued for these restructuring projects, of which $11.4 million is expected to be paid within the next 12 months.

Current wording

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 six months ended June 30, 2026, we paid out $6.4 million related to all our restructuring projects. As of June 30, 2026, $12.0 million was accrued for these restructuring projects, of which $9.6 million is expected to be paid within the next 12 months.