Financial Analysis

Urbint, Inc. On November 3, 2025, we completed the acquisition of 100% of the outstanding equity of Urbint, a privately held software and services company, based in Florida, serving utilities. The acquisition provides value to Itron through the leverage of Urbint's artificial intelligence (AI)-powered operational resilience solutions to enhance our offerings to our customers. Upon acquisition, Urbint became a wholly owned subsidiary of Itron and operates within the Resiliency Solutions segment. The preliminary purchase price allocated to acquired assets and liabilities was $330.7 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. The following table reflects our preliminary allocation of the purchase price: Fair Value Weighted Average Useful Life (in thousands) (in years) Current Assets $ 12,334 Other long-term assets 20,737 Identifiable intangible assets Core-developed technology 13,400 5 Customer contracts and relationships 44,500 10 Trademark and trade names 1,100 5 Total identified intangible assets subject to amortization 59,000 9 Goodwill 254,880 Other current liabilities (10,296) Long-term liabilities (5,955) Total net assets acquired $ 330,700 The fair value of the acquired accounts receivable of $6.0 million approximates the carrying value due to the short-term nature of the expected timeframe to collect …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

Commitments and Contingencies Guarantees and Indemnifications We are often required to obtain standby letters of credit (LOCs) or bonds in support of our obligations for customer contracts. These standby LOCs or bonds typically provide a guarantee to the customer for our future performance, which typically covers the installation phase of a contract and may, on occasion, cover the operations and maintenance phase of outsourcing contracts. Our available lines of credit, outstanding standby LOCs, and bonds were as follows: December 31, In thousands 2025 2024 Credit facility Multicurrency revolving line of credit $ 750,000 $ 500,000 Standby LOCs issued and outstanding (43,824) (46,013) Net available for additional borrowings under the multicurrency revolving line of credit $ 706,176 $ 453,987 Net available for additional standby LOCs under sub-facility $ 256,176 $ 253,987 Unsecured multicurrency revolving lines of credit with various financial institutions Multicurrency revolving lines of credit $ 98,128 $ 87,230 Standby LOCs issued and outstanding (25,815) (19,541) Short-term borrowings Net available for additional borrowings and LOCs $ 72,313 $ 67,689 Unsecured surety bonds in force $ 522,098 $ 363,097 In the event any such standby LOC or bond were called, we would be obligated to reimburse the issuer of the standby LOC or bond. As of February 17, 2026, we are not aware of any valid claims against our outstanding standby LOCs or bonds. We generally provide an indemnification r …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Defined Contribution Plans In the United States and certain other countries, we make contributions to defined contribution plans. For our U.S. employee savings plan, which represents a majority of our contribution expense, we provide a 75% match on the first 6% of the employee salary deferral, subject to statutory limitations. For our international defined contribution plans, we provide various levels of contributions, based on salary, subject to stipulated or statutory limitations. The expense for our defined contribution plans was as follows: Year Ended December 31, In thousands 2025 2024 2023 Defined contribution plans expense $ 20,735 $ 20,683 $ 16,958

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Debt The components of our borrowings were as follows: In thousands December 31, 2025 December 31, 2024 Credit facility Multicurrency revolving line of credit $ $ 2021 Convertible notes 460,000 460,000 2024 Convertible notes 805,000 805,000 Total debt $ 1,265,000 $ 1,265,000 Current portion of debt, gross $ 460,000 $ Less: unamortized prepaid debt fees - current portion of debt 478 Current portion of debt, net $ 459,522 $ Long-term debt, gross $ 805,000 $ 1,265,000 Less: unamortized prepaid debt fees - long-term debt 16,195 22,576 Long-term debt, net $ 788,805 $ 1,242,424 2025 Credit Facility On September 25, 2025, we entered into a third amended and restated credit agreement (the 2025 credit facility) providing for committed credit facilities in the amount of $750 million . The 2025 credit facility consists of a multi-currency revolving line of credit (the revolver) in the amount of $750 million . The revolver includes a standby letter of credit sub-facility in the amount of $300 million , and a swingline sub-facility in the amount of $50 million . The 2025 credit facility amends and restates, in its entirety, our amended and restated credit agreement dated January 5, 2018 (the 2018 credit 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 …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Stock-Based Compensation We grant stock-based compensation awards, including restricted stock units, phantom stock, and unrestricted stock units, under the Second Amended and Restated 2010 Stock Incentive Plan (Stock Incentive Plan). Prior to December 31, 2020, stock options were also granted as part of the stock-based compensation awards. In the Stock Incentive Plan, we have 13,991,273 shares of common stock authorized for issuance subject to stock splits, dividends, and other similar events, and at December 31, 2025, 3,808,654 shares were available for grant. We issue new shares of common stock upon the exercise of stock options or when vesting conditions on restricted stock units are fully satisfied. These shares are subject to a fungible share provision such that the authorized share available for grant under the Plan is reduced by (i) one share for every one share subject to a stock option or share appreciation right granted and (ii) 1.7 shares for every one share of common stock that was subject to an award other than an option or share appreciation right. We also award phantom stock units, which are settled in cash upon vesting and accounted for as liability-based awards, with no impact to the shares available for grant. In addition, we maintain the ESPP, for which 441,813 shares of common stock were available for future issuance at December 31, 2025. ESPP activity and stock-based grants other than restricted stock units were not significant for the years ended Decembe …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

Fair Value of Financial Instruments The fair values at December 31, 2025 and 2024 do not reflect subsequent changes in the economy, interest rates, tax rates, and other variables that may affect the determination of fair value. December 31, 2025 December 31, 2024 In thousands Carrying Amount Fair Value Carrying Amount Fair Value Credit facility Multicurrency revolving line of credit $ $ $ $ Convertible notes 1,248,327 1,277,442 1,242,424 1,330,670 The following methods and assumptions were used in estimating fair values: Cash and cash equivalents: Due to the liquid nature of these instruments, the carrying amount approximates fair value (Level 1). Credit facility - multicurrency revolving line of credit (revolver): The revolver is not traded publicly. The fair values, which are determined based upon a hypothetical market participant, are calculated using a discounted cash flow model with Level 2 inputs, including estimates of incremental borrowing rates for debt with similar terms, maturities, and credit profiles. Refer to Note 6: Debt for further discussion of our debt. Convertible notes: The convertible notes are not listed on any securities exchange but may be actively traded. The fair value is estimated using Level 1 inputs, as it is based on quoted prices for these instruments in active markets. …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

"Income Taxes 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 includes numerous changes to existing tax law that are retroactive to the beginning of 2025, including provisions for the current deductibility of certain property additions and deductibility of current and previously capitalized domestic research and development costs. In our U.S. tax provision, we've elected to deduct 100% of all eligible property additions, and to accelerate all previously capitalized domestic research costs in 2025. These impacts have been incorporated into our provision for income taxes and cash tax forecasts. 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. 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 si …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Leases We lease certain factories, service and distribution locations, offices, and equipment under operating leases. Our operating leases have initial lease terms ranging from one to 10 years, some of which include options to extend or renew the leases for up to 10 years. Certain lease agreements contain provisions for future rent increases. Our leases do not contain material residual value guarantees, and finance leases are not material. The components of operating lease expense are as follows: In thousands Year Ended December 31, 2025 2024 Operating lease cost $ 13,699 $ 22,563 Variable lease cost 3,493 3,640 Total operating lease cost $ 17,192 $ 26,203 Supplemental cash flow information related to operating leases is as follows: In thousands Year Ended December 31, 2025 2024 Cash paid for amounts included in the measurement of operating lease liabilities $ 18,353 $ 18,741 Right-of-use assets obtained in exchange for operating lease liabilities 10,501 9,351 Supplemental balance sheet information related to operating leases is as follows: In thousands December 31, 2025 December 31, 2024 Operating lease right-of-use assets, net $ 29,341 $ 28,957 Other current liabilities 15,828 14,584 Operating lease liabilities 19,623 25,350 Total operating lease liability $ 35,451 $ 39,934 Weighted average remaining lease term - Operating leases 3.8 years 3.8 years Weighted average discount rate - Operating leases 4.6 % 4.6 % Amounts due under operating lease liabilities as of December 31, …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

Recently Adopted Accounting Standards In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Improvements to Income Tax Disclosures , which amends Income Taxes (Topic 740) . The FASB issued this update to improve annual basis income tax disclosures related to (1) rate reconciliation, (2) income taxes paid, and (3) other disclosures related to pretax income (or loss) and income tax expense (or benefit) from continuing operations. The effective date for this amendment is January 1, 2025 with early adoption permitted. We adopted the new standard for the annual reporting period ended December 31, 2025 and applied the new reporting requirements retrospectively so comparative periods have been restated accordingly. See Note 11 Income Taxes in the accompanying notes to the consolidated financial statements for further detail. In July 2025, the FASB issued ASU 2025-05, Financial InstrumentsCredit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets . The amendments in ASU 2025-05 provide a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606 Revenue from Contracts with Customers . The ASU is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is p …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Defined Benefit Pension Plans We sponsor both funded and unfunded defined benefit pension plans offering death and disability, retirement, and special termination benefits for certain of our international employees, primarily in Germany, France, India, and Indonesia. The defined benefit obligation is calculated annually by using the projected unit credit method. The measurement date for the pension plans was December 31, 2025. The following tables set forth the components of the changes in benefit obligations and fair value of plan assets : Year Ended December 31, In thousands 2025 2024 Change in benefit obligation: Benefit obligation at January 1, $ 71,558 $ 76,270 Service cost 2,765 2,541 Interest cost 2,937 2,710 Actuarial loss (5,538) (2,422) Benefits paid (3,710) (3,126) Foreign currency exchange rate changes 6,585 (4,303) Settlement (112) Release for divestiture 99 Other 121 Benefit obligation at December 31, $ 74,817 $ 71,558 Change in plan assets: Fair value of plan assets at January 1, $ 8,031 $ 8,840 Actual return on plan assets (133) (130) Company contributions 166 111 Benefits paid (312) (256) Foreign currency exchange rate changes 1,025 (534) Fair value of plan assets at December 31, 8,777 8,031 Net pension benefit obligation at fair value $ 66,040 $ 63,527 Amounts recognized on the Consolidated Balance Sheets consist of: December 31, In thousands 2025 2024 Assets Plan assets in other long-term assets $ 334 $ 133 Liabilities Current portion of pension benefit obl …

PensionAndOtherPostretirementBenefitsDisclosureTextBlock · excerpt; the full note is in the filing

Revenues A summary of significant net changes in the contract assets and the contract liabilities balances during the period is as follows: In thousands Contract liabilities, less contract assets Beginning balance, January 1, 2025 $ 127,557 Changes due to business combination 14,555 Revenues recognized from beginning contract liability (73,437) Cumulative catch-up adjustments (2,027) Increases due to amounts collected or due 349,435 Revenues recognized from current period increases (266,087) Other 1,354 Ending balance, December 31, 2025 $ 151,350 On January 1, 2025, total contract assets were $65.4 million and total contract liabilities were $193.0 million. On December 31, 2025, total contract assets were $83.7 million, including $17.2 million in long-term contract assets, and total contract liabilities were $235.1 million. The contract assets primarily relate to contracts that include a retention clause and allocations related to contracts with multiple performance obligations. The contract liabilities primarily relate to deferred revenue, such as extended warranty and maintenance agreements. The cumulative catch-up adjustments relate to contract modifications, measure-of-progress changes, and changes in the estimate of the transaction price. Refer to Note 18: Business Combinations for additional information. Transaction price allocated to the remaining performance obligations Total transaction price allocated to remaining performance obligations represents committed but und …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

Segment Information We operate under the Itron brand worldwide and manage and report under four reportable segments: Device Solutions, Networked Solutions, Outcomes, and Resiliency Solutions. Resiliency Solutions is a new reportable segment starting in the fourth quarter of 2025. We define these segments based on the structure in which internally reported financial information is regularly provided to the chief operating decision maker (CODM) to analyze financial performance, make strategic decisions, and allocate resources. The Company's CODM is the chief executive officer. Segment Products Device Solutions This segment primarily includes hardware products used for measurement, control, or sensing. Examples from the Device Solutions portfolio include: standard endpoints that are shipped without Itron communications, such as our standard electricity, gas, and water meters for a variety of global markets and adhering to regulations and standards within those markets, as well as our heat and allocation products; communicating meters designed to operate outside of Itron end-to-end solutions and designed to meet market requirements; and the implementation and installation of associated devices. Networked Solutions This segment primarily includes a combination of communicating endpoints (e.g., smart meters, modules, endpoints, and sensors), network infrastructure, network design services, and associated headend management and application software designed and sold as a complete so …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Summary of Significant Accounting Policies We were incorporated in the state of Washington in 1977 and are a technology company, offering end-to-end solutions to enhance productivity and efficiency, primarily focused on utilities and municipalities around the globe. We operate under the Itron brand worldwide and manage and report under four reportable segments: Device Solutions, Networked Solutions, Outcomes, and Resiliency Solutions. Financial Statement Preparation The consolidated financial statements presented in this Annual Report include the Consolidated Statements of Operations, Consolidated Statements of Comprehensive Income, Consolidated Statements of Equity, and Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023 and the Consolidated Balance Sheets as of December 31, 2025 and 2024 of Itron, Inc. and its subsidiaries, prepared in accordance with U.S. generally accepted accounting principles (GAAP). Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Examples of significant estimates include revenue recognition, warranty, restructuring, income taxes, business combinations, goodwill and intangible assets, defined benefit pension plans, contingenci …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

Shareholders' Equity Preferred Stock We have authorized the issuance of 10 million shares of preferred stock with no par value. In the event of a liquidation, dissolution, or winding up the affairs of the corporation, whether voluntary or involuntary, the holders of any outstanding preferred stock would be entitled to be paid a preferential amount per share to be determined by the Board of Directors prior to any payment to holders of common stock. There was no preferred stock issued or outstanding at December 31, 2025 or 2024. Stock Repurchase Programs 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. We repurchased no shares under the 2025 Stock Repurchase Program. 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 …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

Subsequent Events Locusview, Ltd. On November 14, 2025, we entered into a Share Purchase Agreement (the Agreement) to acquire 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 acquisition closed on January 5, 2026. The preliminary purchase price for the acquisition was $525 million , with adjustment for final working capital and other closing considerations to be determined following the transaction's close. The purchase was funded through cash on hand. Due to the timing of the closing of the acquisition, the valuation of assets acquired and liabilities assumed is in process and will be reported in our quarterly report on Form 10-Q as of March 31, 2026.

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Business Combinations During the fourth quarter of 2025 and the first quarter of 2026, we completed two acquisitions that, individually or in the aggregate, did not have a material impact on our results of operations, financial condition, or cash flows. Locusview, Ltd. On January 5, 2026, we completed the acquisition of 100% of the outstanding equity of Locusview, Ltd. and subsidiaries (collectively, Locusview) a privately held utility-focused software and services company that is based in the United States and Israel. The acquisition provides value to Itron through the leverage of Locusview's digital construction management solutions to enhance Itron's Resiliency Solutions offerings to its customers. The 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. Subsequent to the acquisition date, we made certain measurement period adjustments to the preliminary purchase price allocation, which resulted in an increase to goodwill of $69,000. The increase was due to a $64,000 decrease of certain tangible assets acquired, an increase to assumed liabilities of $172,000, and a $167,000 decrease in the aggregation consideration in connection with post-close net working capital adjustments, which were finalized in the second quarter of 2026. The allocation of the purchase price to acquired asse …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

Commitments and Contingencies Guarantees and Indemnifications We are often required to obtain standby letters of credit (LOCs) or bonds in support of our obligations for customer contracts. These standby LOCs or bonds typically provide a guarantee to the customer for our future performance, which typically covers the installation phase of a contract and may, on occasion, cover the operations and maintenance phase of outsourcing contracts. Our available lines of credit, outstanding standby LOCs, and bonds were as follows: In thousands June 30, 2026 December 31, 2025 Credit facility Multicurrency revolving line of credit $ 750,000 $ 750,000 Standby LOCs issued and outstanding (43,115) (43,824) Net available for additional borrowings under the multicurrency revolving line of credit $ 706,885 $ 706,176 Net available for additional standby LOCs under sub-facility $ 256,885 $ 256,176 Unsecured multicurrency revolving lines of credit with various financial institutions Multicurrency revolving lines of credit $ 95,558 $ 98,128 Standby LOCs issued and outstanding (28,932) (25,815) Net available for additional borrowings and LOCs $ 66,626 $ 72,313 Unsecured surety bonds in force $ 658,127 $ 522,098 In the event any such standby LOC or bond were called, we would be obligated to reimburse the issuer of the standby LOC or bond. As of July 28, 2026, we are not aware of any valid claims against our outstanding standby LOCs or bonds. We generally provide an indemnification related to the inf …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Debt The components of our borrowings were as follows: In thousands June 30, 2026 December 31, 2025 Credit facility Multicurrency revolving line of credit $ $ 2021 Convertible notes 460,000 2024 Convertible notes 805,000 805,000 2026 Convertible notes 805,000 Total debt $ 1,610,000 $ 1,265,000 Current portion of debt, gross $ $ 460,000 Less: unamortized prepaid debt fees - current portion of debt 478 Current portion of debt, net $ $ 459,522 Long-term debt, gross $ 1,610,000 $ 805,000 Less: unamortized prepaid debt fees - long-term debt 34,758 16,195 Long-term debt, net $ 1,575,242 $ 788,805 2025 Credit Facility On September 25, 2025, we entered into a third amended and restated credit agreement (the 2025 credit facility) providing for committed credit facilities in the amount of $750 million . The 2025 credit facility consists of a multi-currency revolving line of credit (the revolver) in the amount of $750 million . The revolver includes a standby letter of credit sub-facility in the amount of $300 million , and a swingline sub-facility in the amount of $50 million . Any outstanding principal under the revolver is due at maturity on September 25, 2030. Principal amounts paid prior to the maturity date may be reborrowed prior to such date. However, that date may be advanced to April 15, 2030 if we do not settle or extend a sufficient portion of our outstanding convertible notes, as detailed in the credit agreement. Under the 2025 credit facility, we may elect applicable marke …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Stock-Based Compensation We grant stock-based compensation awards, including restricted stock units, phantom stock, and unrestricted stock units, under the Second Amended and Restated 2010 Stock Incentive Plan (Stock Incentive Plan). Prior to December 31, 2020, stock options were also granted as part of the stock-based compensation awards. In the Stock Incentive Plan, we have 13,991,273 shares of common stock authorized for issuance subject to stock splits, dividends, and other similar events, and at June 30, 2026, 2,818,822 shares were available for grant. We issue new shares of common stock upon the exercise of stock options or when vesting conditions on restricted stock units are fully satisfied. These shares are subject to a fungible share provision such that the authorized share available for grant under the Plan is reduced by (i) one share for every one share subject to a stock option or share appreciation right granted and (ii) 1.7 shares for every one share of common stock that was subject to an award other than an option or share appreciation right. We also award phantom stock units, which are settled in cash upon vesting and accounted for as liability-based awards, with no impact to the shares available for grant. In addition, we maintain the Employee Stock Purchase Plan (ESPP), for which 418,671 shares of common stock were available for future issuance at June 30, 2026. ESPP activity and stock-based grants other than restricted stock units were not significant for …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

Fair Value of Financial Instruments The fair values at June 30, 2026 and December 31, 2025 do not reflect subsequent changes in the economy, interest rates, tax rates, and other variables that may affect the determination of fair value. June 30, 2026 December 31, 2025 In thousands Carrying Amount Fair Value Carrying Amount Fair Value Credit facility Multicurrency revolving line of credit $ $ $ $ Convertible notes 1,575,242 1,544,312 1,248,327 1,277,442 The following methods and assumptions were used in estimating fair values: Cash and cash equivalents: Due to the liquid nature of these instruments, the carrying amount approximates fair value (Level 1). Credit facility - multicurrency revolving line of credit (revolver): The revolver is not traded publicly. When there are amounts borrowed and outstanding, the fair values, which are determined based upon a hypothetical market participant, are calculated using a discounted cash flow model with Level 2 inputs, including estimates of incremental borrowing rates for debt with similar terms, maturities, and credit profiles. Refer to Note 6: Debt for further discussion of our debt. Convertible notes: The convertible notes are not listed on any securities exchange but may be actively traded. The fair value is estimated using Level 1 inputs, as it is based on quoted prices for these instruments in active markets. …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

"Income Taxes We determine the interim tax benefit (provision) by applying an estimate of the annual effective tax rate to the year-to-date pretax book income (loss) and adjusting for discrete items during the reporting period, if any. Tax jurisdictions with losses for which tax benefits cannot be realized, as well as significant unusual or infrequently occurring items that are separately reported, are excluded from the annual effective tax rate. Our tax rate for the three and 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. During the second quarter we completed an intra-entity asset transfer, resulting in an increase in our tax rate compared with the first quarter. Our tax rate for the three and six months ended June 30, 2025 of 18% and 19% differed from 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, …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Recently Adopted Accounting Standards In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2024-04, DebtDebt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. The new guidance clarifies the accounting for modifications to conversion features when evaluating whether a transaction should be accounted for as an induced conversion or extinguishment of convertible debt. The ASU is effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years. We will utilize this guidance for any future induced conversions or extinguishments of our convertible notes. At this time, we do not expect the adoption of this ASU to have a material impact on our consolidated financial statements. In September 2025, the FASB issued ASU 2025-06, IntangiblesGoodwill and OtherInternal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software , which modernizes the internal-use software guidance that is accounted for under Subtopic 350-40. The amendments eliminate the previous stage-based model (preliminary project stage, application development stage, and post-implementation stage) and replaces it with a principles-based approach that better aligns with modern software development practice, including agile and iterative methodologies. Under the new guidance, entities may begin capitalizing internal-use software …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Defined Benefit Pension Plans We sponsor both funded and unfunded defined benefit pension plans offering death and disability, retirement, and special termination benefits for certain of our international employees, primarily in Germany, France, India, and Indonesia. The defined benefit obligation is calculated annually by using the projected unit credit method. The measurement date for the pension plans was December 31, 2025. Amounts recognized on the Consolidated Balance Sheets consist of: In thousands June 30, 2026 December 31, 2025 Assets Plan assets in other long-term assets $ 314 $ 334 Liabilities Current portion of pension benefit obligation in wages and benefits payable $ 4,904 $ 4,376 Long-term portion of pension benefit obligation 59,874 61,998 Pension benefit obligation, net $ 64,464 $ 66,040 Our asset investment strategy focuses on maintaining a portfolio using primarily insurance funds, which are accounted for as investments and measured at fair value, in order to achieve our long-term investment objectives on a risk adjusted basis. Our general funding policy for these qualified pension plans is to contribute amounts sufficient to satisfy regulatory funding standards of the respective countries for each plan. Net periodic pension benefit cost for our plans include the following components: Three Months Ended June 30, Six Months Ended June 30, In thousands 2026 2025 2026 2025 Service cost $ 670 $ 730 $ 1,371 $ 1,388 Interest cost 766 736 1,543 1,434 Expected retur …

PensionAndOtherPostretirementBenefitsDisclosureTextBlock · excerpt; the full note is in the filing

A summary of significant net changes in the contract assets and the contract liabilities balances during the period is as follows: In thousands Contract Liabilities, Less Contract Assets Beginning balance, January 1, 2026 $ 151,350 Changes due to business combination 22,442 Revenues recognized from beginning contract liability (120,740) Cumulative catch-up adjustments 263 Increases due to amounts collected or due 261,574 Revenues recognized from current period increases (82,964) Other (28) Ending balance, June 30, 2026 $ 231,897 On January 1, 2026, total contract assets were $83.7 million, including $17.2 million in long-term contract assets and total contract liabilities were $235.1 million. On June 30, 2026, total contract assets were $77.1 million, including $17.3 million in long-term contract assets and total contract liabilities were $309.0 million. The contract assets primarily relate to contracts that include a retention clause and allocations related to contracts with multiple performance obligations. The contract liabilities primarily relate to deferred revenue, such as extended warranty and maintenance agreements. The cumulative catch-up adjustments relate to contract modifications, measure-of-progress changes, and changes in the estimate of the transaction price. Refer to Note 16: Business Combinations for additional information. Transaction price allocated to the remaining performance obligations Total transaction price allocated to remaining performance obligatio …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

Segment Information We operate under the Itron brand worldwide and manage and report under four reportable segments: Device Solutions, Networked Solutions, Outcomes, and Resiliency Solutions. Resiliency Solutions is a new reportable segment starting in the fourth quarter of 2025. We define these segments based on the structure in which internally reported financial information is regularly provided to the chief operating decision maker (CODM) to analyze financial performance, make strategic decisions, and allocate resources. The Company's CODM is the chief executive officer. Segment Products Device Solutions This segment primarily includes hardware products used for measurement, control, or sensing. Examples from the Device Solutions portfolio include: standard endpoints that are shipped without Itron communications, such as our standard electricity, gas, and water meters for a variety of global markets and adhering to regulations and standards within those markets, as well as our heat and allocation products; communicating meters designed to operate outside of Itron end-to-end solutions and designed to meet market requirements; and the implementation and installation of associated devices. Networked Solutions This segment primarily includes a combination of communicating endpoints (e.g., smart meters, modules, endpoints, and sensors), network infrastructure, network design services, and associated headend management and application software designed and sold as a complete so …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Summary of Significant Accounting Policies Financial Statement Preparation The consolidated financial statements presented in this Quarterly Report on Form 10-Q are unaudited and reflect entries necessary for the fair presentation of the Consolidated Statements of Operations and the Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2026 and 2025, Consolidated Statements of Equity for the three months ended June 30, 2026 and 2025 and March 31, 2026 and 2025, the Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025, and the Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025, of Itron, Inc. and its subsidiaries. All entries required for the fair presentation of the financial statements are of a normal recurring nature, except as disclosed. The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results expected for the full year or for any other period. Certain information and notes normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been partially or completely omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC) regarding interim results. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto for the fiscal year ended December 31, …

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Shareholders' Equity Preferred Stock We have authorized the issuance of 10 million shares of preferred stock with no par value. In the event of a liquidation, dissolution, or winding up the affairs of the corporation, whether voluntary or involuntary, the holders of any outstanding preferred stock would be entitled to be paid a preferential amount per share to be determined by the Board of Directors prior to any payment to holders of common stock. There was no preferred stock issued or outstanding at June 30, 2026 or December 31, 2025. Stock Repurchase Programs On May 6, 2026, the Company's Board of Directors authorized a new share repurchase program of up to $200 million of Itron's common stock over an 18-month period, effective May 8, 2026 (the 2026 Stock Repurchase Program). Repurchases will be made in the open market and pursuant to the terms of any Rule 10b5-1 plans that Itron may enter into, and in accordance with applicable securities laws. The repurchase program is intended to comply with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. Depending on market conditions and other factors, these repurchases may be commenced or suspended from time to time without prior notice. No repurchases to date under the 2026 Stock Repurchase Program. Effective November 10, 2025, Itron's Board of Directors authorized a repurchase up to $250 million of our common stock over an 18-month period (the 2025 Stock Repurchase Program). Repurchases will be made in …

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