Itron priced an upsized convertible senior notes offering of $700 million on February 23, 2026, an increase from the previously announced $600 million. The notes carry a 0.00% coupon, mature on March 15, 2032, and can be converted at a rate of 8.0793 shares per $1,000 principal, giving an initial conversion price of $123.77 per share—about a 30% premium to the company’s last closing price of $95.21.
The company will allocate $80.7 million of the proceeds to fund capped‑call transactions that limit dilution if the stock price rises above $190.42 per share, $100 million to repurchase shares, and the remaining funds to retire existing 2026 convertible notes and support general corporate purposes.
The financing follows Itron’s Q4 2025 earnings, where revenue fell 7% year‑over‑year to $572 million, yet non‑GAAP diluted EPS rose 82% to $2.46 and gross margin improved to 40.7%. The revenue decline was driven by portfolio optimization, lower legacy electricity product sales in EMEA, timing of North American project deployments, and weaker Networked Solutions activity, while profitability benefited from cost controls and a higher‑margin mix.
CEO Thomas Deitrich said the company had "another quarter of record earnings and profitability, underscoring the durability of our model and accelerating demand for Grid Edge Intelligence." CFO Joan Hooper noted that the newly formed Resiliency Solutions segment—created after acquiring Urbint and Locusview—will be immediately accretive to revenue, gross margins and EBITDA, but will be dilutive to 2026 EPS due to the $850 million investment.
The convertible notes provide liquidity and a flexible capital structure without immediate interest expense, while the share repurchase signals confidence in the stock. The capped‑call mechanism protects shareholders from excessive dilution if the stock price rises above $190.42. The financing aligns with Itron’s focus on operational efficiency and investment in high‑margin Grid Edge Intelligence solutions, positioning the company for continued growth in a competitive utilities market.
Investors responded cautiously, balancing the strong earnings beat with concerns about dilution from the new debt and recent insider selling. The market viewed the financing as a prudent move to strengthen the balance sheet while maintaining shareholder value.
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