Form 8-K

8-K — ITRON, INC.

Accession: 0001171843-26-002750

Filed: 2026-04-28

Period: 2026-04-28

CIK: 0000780571

SIC: 3825 (INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — f8k_042826.htm (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 28, 2026

_______________________________

Itron, Inc.

(Exact name of registrant as specified in its charter)

_______________________________

Washington 000-22418 91-1011792

(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

2111 N. Molter Road

Liberty Lake, Washington 99019

(Address of Principal Executive Offices) (Zip Code)

(509) 924-9900

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02. Results of Operations and Financial Condition.

On April 28, 2026, Itron, Inc. issued a press release announcing its financial results for the three months ended March 31, 2026. A copy of this press release and accompanying financial statements are attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description

99.1 Press Release Dated April 28, 2026.*

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

*This exhibit is intended to be furnished and shall not be deemed "filed" for purposes of the Exchange Act.

Forward Looking Statements

This release 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 release. 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 Annual Report on Form 10-K for the year ended December 31, 2025 and other reports on file with the Securities and Exchange Commission. Itron undertakes no obligation to update or revise any information in this press release.

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 hereunto duly authorized.

Itron, Inc.

Date: April 28, 2026 By: /s/ JOAN S. HOOPER

Joan S. Hooper

Senior Vice President and Chief Financial Officer

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EXHIBIT 99.1

Itron Announces First Quarter 2026 Financial Results

LIBERTY LAKE, Wash., April 28, 2026 (GLOBE NEWSWIRE) -- Itron, Inc. (NASDAQ: ITRI), which is innovating new ways for utilities and cities to manage energy and water, announced today financial results for its first quarter ended March 31, 2026. Key results for the quarter include (compared with the first quarter of 2025):

Revenue of $587 million, decreased 3%;

GAAP net income attributable to Itron, Inc. of $53 million, decreased $12 million;

GAAP diluted earnings per share of $1.18, decreased $0.24 per share;

Non-GAAP diluted EPS of $1.49, decreased $0.03 per share;

Adjusted EBITDA of $92 million, increased 5%; and

Free cash flow of $79 million, increased $11 million.

"Itron’s first quarter results were ahead of our expectations on strong execution and certain projects running ahead of schedule, resulting in record gross profit", said Tom Deitrich, Itron’s president and CEO. "Our utility customers are prioritizing resiliency and affordability. This multi-year investment trend to add intelligence to the grid is structural and aligns well with Itron leading positions in essential networks, analytics, and operational intelligence applications."

Summary of First Quarter Consolidated Financial Results

(All comparisons made are against the prior year period unless otherwise noted)

Revenue

Total first quarter revenue of $587 million compared to $607 million in the prior year. The decrease was driven primarily by portfolio optimization and the timing of project deployments.

Device Solutions revenue decreased 1%, or 9% in constant currency, due to lower legacy electricity product sales related to portfolio optimization in EMEA and lower North American project deployments.

Networked Solutions revenue decreased 13%, or 14% in constant currency, due to the timing of project deployments.

Outcomes revenue increased 22%, or 20% in constant currency, due to increased recurring and services revenue.

Resiliency Solutions revenue was $16 million which now includes revenue from both Urbint and Locusview. The Locusview acquisition closed in January 2026.

Adjusted Gross Margin

Itron's first quarter adjusted gross margin of 40.7% increased 490 basis points from the prior year due to customer and product mix and operational efficiencies.

Operating Expenses and Operating Income

GAAP operating expenses of $169 million increased $28 million from the prior year. Non-GAAP operating expenses of $154 million increased $17 million from the prior year. Both increases were due to higher sales, and general & administrative expenses largely due to the additions of Urbint and Locusview.

GAAP operating income of $68 million was $9 million lower than the prior year due to higher operating expenses, partially offset by higher gross profit.

Non-GAAP operating income of $84 million was $4 million higher than the prior year due to higher gross profit, partially offset by higher operating expenses.

Net Income and Earnings per Share (EPS)

Net income attributable to Itron, Inc. for the quarter was $53 million, or $1.18 per diluted share, compared with net income attributable to Itron, Inc. of $65 million, or $1.42 per diluted share in 2025. The decrease was driven by lower GAAP operating income and lower interest income.

Non-GAAP net income attributable to Itron, Inc., which excludes the expenses associated with amortization of intangible assets, amortization of debt placement fees, restructuring, loss on sale of business, strategic initiative expense, acquisition and integration related expenses, and the tax effect of excluding these expenses, was $68 million, or $1.49 per diluted share, compared with $70 million, or $1.52 per diluted share, in 2025. The decrease was driven by lower interest income, partially offset by higher Non-GAAP operating income.

Cash Flow

Net cash provided by operating activities was $86 million in the first quarter compared with $72 million in the prior year. Free cash flow was $79 million in the first quarter compared with $67 million in the prior year. The increase in free cash flow was primarily due to lower tax payments.

Other Measures

Total backlog at quarter end was $4.4 billion compared with $4.7 billion in the prior year. Bookings in the quarter totaled $476 million.

Q2 2026 Outlook

Outlook for the second quarter of 2026 is as follows:

Revenue between $560 and $570 million

Non-GAAP diluted EPS between $1.25 and $1.35

Earnings Conference Call

Itron will host a conference call to discuss the financial results contained in this release at 10:00 a.m. EDT on April 28, 2026. Interested parties may listen to the conference call on a live webcast. The webcast, along with a supplemental presentation, may be accessed from the company’s website at https://investors.itron.com/events-presentations. Participants should access the webcast 10 minutes prior to the start of the call. A webcast replay of the conference call will be available through May 5, 2026 and may be accessed on the company's website at https://investors.itron.com/events-presentations.

About Itron

Itron is a proven global leader in energy, water, smart city, IIoT and intelligent infrastructure services. For utilities, cities and society, we build innovative systems, create new efficiencies, connect communities, encourage conservation and increase resourcefulness. By safeguarding our invaluable natural resources today and tomorrow, we improve the quality of life for people around the world. Join us: www.itron.com

Itron® and the Itron Logo are registered trademarks of Itron, Inc. in the United States and other countries and regions. All third-party trademarks are property of their respective owners and any usage herein does not suggest or imply any relationship between Itron and the third party unless expressly stated.

Cautionary Note Regarding Forward Looking Statements

This release 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 release. 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 Annual Report on Form 10-K for the year ended Dec 31, 2025 and other reports on file with the Securities and Exchange Commission. Itron undertakes no obligation to update or revise any information in this press release.

Non-GAAP Financial Information

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. When providing future outlooks and/or earnings guidance, a reconciliation of forward-looking non-GAAP diluted EPS to the GAAP diluted EPS has not been provided because we are unable to predict with reasonable certainty the potential amount or timing of restructuring related expenses and their related tax effects without unreasonable effort. These costs are uncertain, depend on various factors and could have a material impact on GAAP results for the guidance period. A more detailed discussion of why we use non-GAAP financial measures, the limitations of using such measures, and reconciliations between non-GAAP and the nearest GAAP financial measures are included in this press release.

For additional information, contact:

Itron, Inc.

Paul Vincent

Vice President, Investor Relations

(512) 560-1172

Stephanie Tarlton, CFA

Principal, Investor Relations

(512) 676-8365

Investors@itron.com

Itron, Inc.

LinkedIn: https://www.linkedin.com/company/itroninc

X: https://x.com/ItronInc

Newsroom: https://na.itron.com/newsroom

Blog: https://blogs.itron.com

ITRON, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except per share data)

Three Months Ended

March 31,

2026 2025

Revenues

Product revenues $ 477,801 $ 523,141

Service revenues 109,181 84,010

Total revenues 586,982 607,151

Cost of revenues

Product cost of revenues 300,209 346,442

Service cost of revenues 50,454 43,490

Total cost of revenues 350,663 389,932

Gross profit 236,319 217,219

Operating expenses

Sales, general and administrative 105,357 86,911

Research and development 54,999 50,090

Amortization of intangible assets 8,172 4,479

Restructuring 214 (553 )

Loss on sale of business — 79

Total operating expenses 168,742 141,006

Operating income 67,577 76,213

Other income (expense)

Interest income 5,660 11,710

Interest expense (5,809 ) (5,593 )

Other income (expense), net (233 ) (51 )

Total other income (expense) (382 ) 6,066

Income before income taxes 67,195 82,279

Income tax provision (13,609 ) (16,929 )

Net income 53,586 65,350

Net income (loss) attributable to noncontrolling interests 127 (124 )

Net income attributable to Itron, Inc. $ 53,459 $ 65,474

Net income per common share - Basic $ 1.20 $ 1.44

Net income per common share - Diluted $ 1.18 $ 1.42

Weighted average common shares outstanding - Basic 44,734 45,338

Weighted average common shares outstanding - Diluted 45,470 46,172

ITRON, INC.

SEGMENT INFORMATION

(Unaudited, in thousands)

Three Months Ended

March 31,

2026 2025

Product revenues

Device Solutions $ 123,728 $ 125,387

Networked Solutions 321,147 374,522

Outcomes 31,872 23,232

Resiliency Solutions 1,054 —

Total Company $ 477,801 $ 523,141

Service revenues

Device Solutions $ 649 $ 484

Networked Solutions 29,516 28,210

Outcomes 64,038 55,316

Resiliency Solutions 14,978 —

Total Company $ 109,181 $ 84,010

Total revenues

Device Solutions $ 124,377 $ 125,871

Networked Solutions 350,663 402,732

Outcomes 95,910 78,548

Resiliency Solutions 16,032 —

Total Company $ 586,982 $ 607,151

Adjusted gross profit

Device Solutions $ 44,019 $ 37,753

Networked Solutions 143,073 148,714

Outcomes 40,024 30,752

Resiliency Solutions 11,698 —

Total Company $ 238,814 $ 217,219

Adjusted segment operating income

Device Solutions $ 36,892 $ 30,471

Networked Solutions 110,136 116,109

Outcomes 22,355 14,330

Resiliency Solutions 4,331 —

Total Company $ 173,714 $ 160,910

Adjusted Gross Margin 40.7 % 35.8 %

ITRON, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands) March 31, 2026 December 31, 2025

ASSETS

Current assets

Cash and cash equivalents $ 712,850 $ 1,020,397

Accounts receivable, net 393,170 367,794

Inventories 239,892 242,886

Other current assets 178,769 191,241

Total current assets 1,524,681 1,822,318

Property, plant, and equipment, net 122,226 112,193

Deferred tax assets, net 257,627 265,183

Other long-term assets 64,928 63,352

Operating lease right-of-use assets, net 36,601 29,341

Intangible assets, net 277,138 83,337

Goodwill 1,695,003 1,344,983

Total assets $ 3,978,204 $ 3,720,707

LIABILITIES AND EQUITY

Current liabilities

Accounts payable $ 172,924 $ 156,288

Other current liabilities 50,932 58,864

Wages and benefits payable 91,652 122,245

Taxes payable 22,173 16,618

Current portion of debt, net — 459,522

Current portion of warranty 12,969 10,868

Unearned revenue 222,972 187,822

Total current liabilities 573,622 1,012,227

Long-term debt, net 1,573,835 788,805

Long-term warranty 7,342 7,350

Pension benefit obligation 60,163 61,998

Deferred tax liabilities, net 9,618 623

Operating lease liabilities 28,278 19,623

Other long-term obligations 96,398 91,885

Total liabilities 2,349,256 1,982,511

Equity

Common stock 1,511,342 1,661,350

Accumulated other comprehensive loss, net (69,331 ) (56,505 )

Retained earnings 165,210 111,751

Total Itron, Inc. shareholders' equity 1,607,221 1,716,596

Noncontrolling interests 21,727 21,600

Total equity 1,628,948 1,738,196

Total liabilities and equity $ 3,978,204 $ 3,720,707

ITRON, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands) Three Months Ended March 31,

2026 2025

Operating activities

Net income $ 53,586 $ 65,350

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization of intangible assets 18,536 12,068

Non-cash operating lease expense 3,309 2,923

Stock-based compensation 20,070 16,558

Amortization of prepaid debt fees 1,849 1,781

Deferred taxes, net 3,470 (5,461 )

Loss on sale of business — 79

Restructuring, non-cash 462 (25 )

Other adjustments, net 175 (338 )

Changes in operating assets and liabilities, net of acquisition and sale of business:

Accounts receivable (17,623 ) 6,414

Inventories 2,364 (10,099 )

Other current assets 11,699 (5,959 )

Other long-term assets (2,419 ) (1,087 )

Accounts payable, other current liabilities, and taxes payable 8,309 10,529

Wages and benefits payable (33,472 ) (48,692 )

Unearned revenue 18,041 39,113

Warranty 2,076 241

Restructuring (4,190 ) (8,328 )

Other operating, net (741 ) (2,950 )

Net cash provided by operating activities 85,501 72,117

Investing activities

Acquisitions of property, plant, and equipment (6,527 ) (4,639 )

Business acquisitions, net of cash and cash equivalents acquired (515,055 ) —

Other investing, net 10 5

Net cash used in investing activities (521,572 ) (4,634 )

Financing activities

Proceeds from borrowings 805,000 —

Payments on debt (460,000 ) —

Issuance of common stock 677 2,195

Payments on call spread for convertible offering (92,817 ) —

Repurchase of common stock (100,000 ) —

Prepaid debt fees (21,166 ) (175 )

Other financing, net (274 ) (259 )

Net cash provided by financing activities 131,420 1,761

Effect of foreign exchange rate changes on cash and cash equivalents (2,896 ) 2,786

Increase (decrease) in cash and cash equivalents (307,547 ) 72,030

Cash and cash equivalents at beginning of period 1,020,397 1,051,237

Cash and cash equivalents at end of period $ 712,850 $ 1,123,267

About Non-GAAP Financial 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, 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 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 anytime 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, (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.

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.

ITRON, INC.

RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES

TO THE MOST DIRECTLY COMPARABLE GAAP FINANCIAL MEASURES

(Unaudited, in thousands, except per share data)

TOTAL COMPANY RECONCILIATIONS Three Months Ended March 31,

2026 2025

NON-GAAP OPERATING EXPENSES

GAAP operating expenses $ 168,742 $ 141,006

Amortization of intangible assets (1) (8,172 ) (4,479 )

Restructuring (214 ) 553

Loss on sale of business — (79 )

Strategic initiative (20 ) —

Acquisition and integration (5,977 ) (51 )

Non-GAAP operating expenses $ 154,359 $ 136,950

NON-GAAP OPERATING INCOME

GAAP operating income $ 67,577 $ 76,213

Amortization of intangible assets 10,667 4,479

Restructuring 214 (553 )

Loss on sale of business — 79

Strategic initiative 20 —

Acquisition and integration 5,977 51

Non-GAAP operating income $ 84,455 $ 80,269

NON-GAAP NET INCOME & DILUTED EPS

GAAP net income attributable to Itron, Inc. $ 53,459 $ 65,474

Amortization of intangible assets 10,667 4,479

Amortization of debt placement fees 1,830 1,737

Restructuring 214 (553 )

Loss on sale of business — 79

Strategic initiative 20 —

Acquisition and integration 5,977 51

Income tax effect of non-GAAP adjustments (4,475 ) (1,157 )

Non-GAAP net income attributable to Itron, Inc. $ 67,692 $ 70,110

Non-GAAP diluted EPS $ 1.49 $ 1.52

Non-GAAP weighted average common shares outstanding - Diluted 45,470 46,172

(1) Excludes amortization of core-developed technology intangible assets.

ITRON, INC.

RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES

TO THE MOST DIRECTLY COMPARABLE GAAP FINANCIAL MEASURES

(Unaudited, in thousands)

TOTAL COMPANY RECONCILIATIONS Three Months Ended March 31,

2026 2025

ADJUSTED EBITDA

GAAP net income attributable to Itron, Inc. $ 53,459 $ 65,474

Interest income (5,660 ) (11,710 )

Interest expense 5,809 5,593

Income tax provision 13,609 16,929

Depreciation and amortization 18,536 12,068

Restructuring 214 (553 )

Loss on sale of business — 79

Strategic initiative 20 —

Acquisition and integration 5,977 51

Adjusted EBITDA $ 91,964 $ 87,931

FREE CASH FLOW

Net cash provided by operating activities $ 85,501 $ 72,117

Acquisitions of property, plant, and equipment (6,527 ) (4,639 )

Free Cash Flow $ 78,974 $ 67,478

The tables below reconcile the non-GAAP financial measure of adjusted gross profit with the most directly comparable GAAP financial measure.

TOTAL COMPANY RECONCILIATIONS Three Months Ended March 31, 2026

(Unaudited, in thousands) Device

Solutions Networked

Solutions Outcomes Resiliency

Solutions Segments

Subtotal

Total revenues $ 124,377 $ 350,663 $ 95,910 $ 16,032 $ 586,982

Total cost of revenues 80,358 207,590 56,511 6,204 350,663

Gross profit 44,019 143,073 39,399 9,828 236,319

Gross margin 35.4 % 40.8 % 41.1 % 61.3 % 40.3 %

Amortization of core-developed technology intangible assets $ — $ — $ 625 $ 1,870 $ 2,495

Adjusted gross profit 44,019 143,073 40,024 11,698 238,814

Adjusted gross margin 35.4 % 40.8 % 41.7 % 73.0 % 40.7 %

Three Months Ended March 31, 2025

(Unaudited, in thousands) Device

Solutions Networked

Solutions Outcomes Segments

Subtotal

Total revenues $ 125,871 $ 402,732 $ 78,548 $ 607,151

Total cost of revenues 88,118 254,018 47,796 389,932

Gross profit 37,753 148,714 30,752 217,219

Gross margin 30.0 % 36.9 % 39.2 % 35.8 %

Amortization of core-developed technology intangible assets $ — $ — $ — $ —

Adjusted gross profit 37,753 148,714 30,752 217,219

Adjusted gross margin 30.0 % 36.9 % 39.2 % 35.8 %

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