v3.26.1
Shareholders' Equity
 6 Months Ended
Jun. 30, 2026
Stockholders' Equity Note [Abstract]  
Shareholders' Equity 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 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 of common stock for a total of $100 million. For the second quarter of 2026, we repurchased 644,188 shares of common stock for a total of $52.2 million.
2021 Call Option Transactions
We paid an aggregate amount of $84.1 million for the 2021 call option transactions. The 2021 call option transactions covered, subject to anti-dilution adjustments substantially similar to those in the 2021 Notes, approximately 3.7 million shares of our common stock, the same number of shares initially underlying the 2021 Notes, at a strike price of approximately $126.00, subject to customary adjustments. The 2021 call option transactions expired upon the maturity of the 2021 Notes. The 2021 call option transactions met the criteria in ASC 815-40 to be classified within Stockholders' Equity, and therefore were not revalued after their issuance. We made a tax election to integrate the 2021 Notes and the 2021 call option transactions. We retained the identification statements in our books and records, together with a schedule providing the accruals on the synthetic debt instruments. The accounting impact of this tax election made the call options deductible as original issue discount for tax purposes over the term of the 2021 Notes, and resulted in a $20.6 million deferred tax asset recognized through equity.

Warrant Transactions
In addition, concurrently with entering into the 2021 call option transactions, we separately entered into privately-negotiated warrant transactions (the warrant transactions), whereby we sold to the counterparties warrants to acquire, collectively, subject to anti-dilution adjustments, 3.7 million shares of our common stock at an initial strike price of $180.00 per share, which represents a premium of 100% over the public offering price in the common stock issuance. We received aggregate proceeds of $45.3 million from the warrant transactions with the counterparties, with such proceeds partially offsetting the costs of entering into the convertible note hedge transactions. The warrants begin to expire in June 2026. If the market value per share of our common stock, as measured under the warrant transactions, exceeds the strike price of the warrants, the warrants will have a dilutive effect on our earnings per share, unless we elect, subject to certain conditions, to settle the warrants in cash. The warrants meet the criteria in ASC 815-40 to be classified within Stockholders' Equity, and therefore the warrants are not revalued after issuance. The warrants will fully expire in October 2026.

2024 Capped Call Transactions
In connection with the issuance of the 2024 Notes, we entered into privately negotiated capped call transactions on our common stock with certain commercial banks. The 2024 capped call transactions cover, subject to anti-dilution adjustments substantially similar to those in the 2024 Notes, approximately 6.1 million shares of our common stock, the same number of shares initially underlying the convertible notes, at a strike price of approximately $131.2353, subject to customary adjustments. The cap price of the 2024 capped call transactions will initially be $205.86 per share, which represents a premium of 100% over the last reported stock price per share of the Company's common stock on June 17, 2024, and is subject to certain adjustments under the terms of the 2024 capped call transactions. The 2024 capped call transactions will expire upon the maturity of the 2024 Notes, subject to earlier exercise or termination.

We made a tax election to integrate the 2024 Notes and the 2024 capped call transactions. We are retaining the identification statements in our books and records, together with a schedule providing the accruals on the synthetic debt instruments. The accounting impact of this tax election makes the capped call transactions deductible as original issue discount for tax purposes over the term of the 2024 Notes, and results in a $26.7 million deferred tax asset recognized through equity.

2026 Capped Call Transactions
In connection with the issuance of the 2026 Notes, we entered into privately negotiated capped call transactions on our common stock with certain commercial banks. The 2026 capped call transactions cover, subject to anti-dilution adjustments substantially similar to those in the 2026 Notes, approximately 6.5 million shares of our common stock, the same number of shares initially underlying the convertible notes, at a strike price of approximately $123.77, subject to customary adjustments. The cap price of the 2026 capped call transactions will initially be $190.42 per share, which represents a premium of 100% over the last reported stock price per share of the Company's common stock on February 23, 2026, and is subject to certain adjustments under the terms of the 2026 capped call transactions. The 2026 capped call transactions will expire upon the maturity of the 2026 Notes, subject to earlier exercise or termination.

We made a tax election to integrate the 2026 Notes and the 2026 capped call transactions. We are retaining the identification statements in our books and records, together with a schedule providing the accruals on the synthetic debt instruments. The accounting impact of this tax election makes the capped call transactions deductible as original issue discount for tax purposes over the term of the 2026 Notes, and results in a $22.4 million deferred tax asset recognized through equity.
Accumulated Other Comprehensive Income (Loss)
The changes in the components of accumulated other comprehensive income (loss) (AOCI), net of tax, were as follows:
In thousandsForeign Currency Translation AdjustmentsNet Unrealized Gain (Loss) on Derivative InstrumentsNet Unrealized Gain (Loss) on Nonderivative InstrumentsPension Benefit Obligation AdjustmentsAccumulated Other Comprehensive Income (Loss)
Balances at January 1, 2025$(97,556)$(210)$(14,380)$2,215 $(109,931)
OCI before reclassifications50,168 — — 10 50,178 
Amounts reclassified from AOCI— — — (116)(116)
Total other comprehensive income (loss)50,168 — — (106)50,062 
Balances at June 30, 2025$(47,388)$(210)$(14,380)$2,109 $(59,869)
Balances at January 1, 2026$(46,603)$(210)$(14,380)$4,688 $(56,505)
OCI before reclassifications(17,703)— — — (17,703)
Amounts reclassified from AOCI— — — (213)(213)
Total other comprehensive income (loss)(17,703)— — (213)(17,916)
Balances at June 30, 2026$(64,306)$(210)$(14,380)$4,475 $(74,421)

The before-tax, income tax (provision) benefit, and net-of-tax amounts related to each component of other comprehensive income (OCI) were as follows:
Three Months Ended June 30,Six Months Ended June 30,
In thousands2026202520262025
Before-tax amount
Foreign currency translation adjustment
$(5,105)$36,795 $(17,892)$50,415 
Net unrealized gain (loss) on defined benefit plans
— 11 — 11 
Net defined benefit plan (gain) loss reclassified to net income
(119)(72)(239)(127)
Total other comprehensive income (loss), before tax$(5,224)$36,734 $(18,131)$50,299 
Tax (provision) benefit
Foreign currency translation adjustment
$120 $(225)$189 $(247)
Net unrealized gain (loss) on defined benefit plans
— (1)— (1)
Net defined benefit plan (gain) loss reclassified to net income
14 6 26 11 
Total other comprehensive income (loss) tax (provision) benefit$134 $(220)$215 $(237)
Net-of-tax amount
Foreign currency translation adjustment
$(4,985)$36,570 $(17,703)$50,168 
Net unrealized gain (loss) on defined benefit plans
— 10 — 10 
Net defined benefit plan (gain) loss reclassified to net income
(105)(66)(213)(116)
Total other comprehensive income (loss), net of tax$(5,090)$36,514 $(17,916)$50,062