ITI / Iteris, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-08762 Iteris, Inc. (Exact name of registrant as specified in its charter

SECOND RESTATED CERTIFICATE OF INCORPORATION OF ITERIS, INC.

Exhibit 3.1 SECOND RESTATED CERTIFICATE OF INCORPORATION OF ITERIS, INC. FIRST: The name of the corporation is Iteris, Inc. (the “Corporation”). SECOND: The address of the registered office of the Corporation in the State of Delaware is 9 E. Loockerman Street, Suite 311, in the City of Dover, County of Kent. The name of the Corporation's registered agent at that address is Registered Agent Solutio

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): November 1, 2024 ITERIS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-08762 95-2588496 (State or other jurisdiction of incorporation) (Commission File Numb

As filed with the Securities and Exchange Commission on November 1, 2024

As filed with the Securities and Exchange Commission on November 1, 2024 Registration No.

As filed with the Securities and Exchange Commission on November 1, 2024

As filed with the Securities and Exchange Commission on November 1, 2024 Registration No.

Iteris Completes Transaction with Almaviva Iteris is positioned to accelerate global adoption of ClearMobility® Platform as part of Almaviva

Exhibit 99.1 Iteris Completes Transaction with Almaviva Iteris is positioned to accelerate global adoption of ClearMobility® Platform as part of Almaviva AUSTIN, Texas– November 1, 2024 – Iteris, Inc. (“Iteris” or the “Company”), the world’s trusted technology ecosystem for smart mobility infrastructure management, today announced the closing of its previously announced agreement to be acquired by

As filed with the Securities and Exchange Commission on November 1, 2024

As filed with the Securities and Exchange Commission on November 1, 2024 Registration No.

November 1, 2024

November 1, 2024 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

AMENDED AND RESTATED BYLAWS ITERIS, INC. (the “Corporation”) ARTICLE I Meetings of Stockholders; Stockholders’ Consent in Lieu of Meeting

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ITERIS, INC. (the “Corporation”) ARTICLE I Meetings of Stockholders; Stockholders’ Consent in Lieu of Meeting SECTION 1.01 Annual Meeting. The annual meeting of the stockholders shall be held at such place, date and hour as shall be fixed by the board of directors of the Corporation (the “Board of Directors”) and designated in the notice or waiver of noti

As filed with the Securities and Exchange Commission on November 1, 2024

As filed with the Securities and Exchange Commission on November 1, 2024 Registration No.

As filed with the Securities and Exchange Commission on November 1, 2024

As filed with the Securities and Exchange Commission on November 1, 2024 Registration No.

AGREEMENT AND PLAN OF MERGER by and among ALMAVIVA S.p.A., PANTHEON MERGER SUB INC., ITERIS, INC. Dated as of August 8, 2024 TABLE OF CONTENTS

Exhibit 2.1 Execution Version CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE OMITTED PORTIONS OF THIS DOCUMENT ARE INDICATED BY [***]. AGREEMENT AND PLAN OF MERGER by and among ALMAVIVA S.p.A., PANTHEON MERGER SUB INC., and ITERIS, INC. Dated as of August 8, 2024 TABLE OF CONTENTS Page AR

As filed with the Securities and Exchange Commission on November 1, 2024

As filed with the Securities and Exchange Commission on November 1, 2024 Registration No.

As filed with the Securities and Exchange Commission on November 1, 2024

As filed with the Securities and Exchange Commission on November 1, 2024 Registration No.

As filed with the Securities and Exchange Commission on November 1, 2024

As filed with the Securities and Exchange Commission on November 1, 2024 Registration No.

As filed with the Securities and Exchange Commission on November 1, 2024

As filed with the Securities and Exchange Commission on November 1, 2024 Registration No.

As filed with the Securities and Exchange Commission on November 1, 2024

As filed with the Securities and Exchange Commission on November 1, 2024 Registration No.

As filed with the Securities and Exchange Commission on November 1, 2024

As filed with the Securities and Exchange Commission on November 1, 2024 Registration No.

Iteris Stockholders Approve Merger Agreement with Almaviva More Than 98% of Votes Cast at Special Meeting Voted for Transaction

Exhibit 99.1 Iteris Stockholders Approve Merger Agreement with Almaviva More Than 98% of Votes Cast at Special Meeting Voted for Transaction AUSTIN, Texas – October 23, 2024 – Iteris, Inc. (NASDAQ: ITI) (“Iteris” or the “Company”), the world’s trusted technology ecosystem for smart mobility infrastructure management, today announced that Iteris stockholders approved the proposed merger agreement w

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): October 22, 2024 ITERIS, INC. (Ex

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): October 22, 2024 ITERIS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-08762 95-2588496 (State or other jurisdiction of (Commission (IRS Employer incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

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): October 11, 2024 ITERIS, INC. (Ex

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): October 11, 2024 ITERIS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-08762 95-2588496 (State or other jurisdiction of incorporation) (Commission File Numb

ITI / Iteris, Inc. / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ITERIS, INC. (Name of Issuer) Common Stock, $0.10 par value per share (Title of Class of Securities) 46564T107 (CUSIP Number) September 17, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

Other Events

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): SEPTEMBER 23, 2024 ITERIS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-08762 95-2588496 (State or other jurisdiction of (Commission (IRS Employer incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ D

CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Iteris, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation

Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Iteris, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

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): AUGUST 8, 2024 ITERIS, INC. (Exac

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): AUGUST 8, 2024 ITERIS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-08762 95-2588496 (State or other jurisdiction of incorporation) (Commission File Number

AGREEMENT AND PLAN OF MERGER by and among ALMAVIVA S.p.A., PANTHEON MERGER SUB INC., ITERIS, INC. Dated as of August 8, 2024 TABLE OF CONTENTS

Exhibit 2.1 Execution Version CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE OMITTED PORTIONS OF THIS DOCUMENT ARE INDICATED BY [***]. AGREEMENT AND PLAN OF MERGER by and among ALMAVIVA S.p.A., PANTHEON MERGER SUB INC., and ITERIS, INC. Dated as of August 8, 2024 TABLE OF CONTENTS Page Ar

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): AUGUST 8, 2024 ITERIS, INC. (Exac

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): AUGUST 8, 2024 ITERIS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-08762 95-2588496 (State or other jurisdiction of incorporation) (Commission File Number

Iteris to Be Acquired by Almaviva for $335 Million Iteris Shareholders to Receive $7.20 Per Share in Cash, Representing Significant Premium of 68%

Exhibit 99.1 Iteris to Be Acquired by Almaviva for $335 Million Iteris Shareholders to Receive $7.20 Per Share in Cash, Representing Significant Premium of 68% AUSTIN, Texas – August 8, 2024 – Iteris, Inc. (NASDAQ: ITI) (“Iteris” or the “Company”), the world’s trusted technology ecosystem for smart mobility infrastructure management, today announced that it has entered into a definitive merger agr

Iteris Reports Record Quarterly Revenue of $45.8 Million Record trailing six-month net bookings of $102.1 million and record ending backlog of $126.8 million

Exhibit 99.1 Iteris Reports Record Quarterly Revenue of $45.8 Million Record trailing six-month net bookings of $102.1 million and record ending backlog of $126.8 million AUSTIN, TX – August 8, 2024 – Iteris, Inc. (NASDAQ: ITI), the global leader in smart mobility infrastructure management, today reported financial results for its fiscal first quarter ended June 30, 2024. Fiscal 2025 First Quarter

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): August 8, 2024 ITERIS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-0876

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Iteris, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee Newly Registered Securiti

Form of Indenture

Exhibit 4.6 ITERIS, INC. INDENTURE Dated as of , 20 [TO BE NAMED] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuable in Series 5 Section 2.2. Establish

As filed with the Securities and Exchange Commission on June 21, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 21, 2024 Registration No.

Filing Fee Table

EXHIBIT 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Iteris, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1-Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.10 par val

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ITERIS, INC. (Exact name of registrant as specified in its charter)

As filed with the Securities and Exchange Commission on June, 14, 2024 Registration No.

Description of Iteris, Inc. Securities Registered under Section 12 of the Exchange Act

Exhibit 4.2 DESCRIPTION OF ITERIS, INC. COMMON STOCK The following description of Iteris, Inc.’s common stock is a summary. This summary is subject to the General Corporation Law of Delaware (the “DGCL”) and the complete text of Iteris, Inc.’s Restated Certificate of Incorporation (the “certificate of incorporation”) and Restated Bylaws (the “bylaws”) filed as Exhibits 3.1 and 3.2, respectively, t

Iteris Reports Record Fiscal 2024 Full Year Revenue of $172.0 million, Up 10% Year Over Year Reports record net new bookings of $53.3 million for fiscal 2024 fourth quarter, up 20% year over year

Exhibit 99.1 Iteris Reports Record Fiscal 2024 Full Year Revenue of $172.0 million, Up 10% Year Over Year Reports record net new bookings of $53.3 million for fiscal 2024 fourth quarter, up 20% year over year AUSTIN, TX – June 13, 2024 – Iteris, Inc. (NASDAQ: ITI), the global leader in smart mobility infrastructure management, today reported financial results for its fiscal fourth quarter and full

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 13, 2024 ITERIS, INC.

Exhibit 97 to the registrant’s Annual Report on Form 10-K for the year ended March 31, 2024 as filed with the SEC on June 13, 2024

Exhibit 97 Incentive Compensation Clawback Policy Iteris, Inc. Amended as of July 27, 2023 This policy supersedes all incentive compensation clawback policies previously adopted by the Iteris, Inc. Board of Directors I.INTRODUCTION The Board of Directors (the “Board”) of Iteris, Inc. (the “Company”) believes that it is in the best interests of the Company and its stockholders to create and maintai

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-08762 ITERIS, INC. (Exac

ITI / Iteris, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01233-iterisinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Iteris Inc Title of Class of Securities: Common Stock CUSIP Number: 46564T107 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule purs

ITI / Iteris, Inc. / Samjo Management, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 8, 2024 ITERIS, INC.

Iteris Reports Record Nine-Month Revenue of $129.2 Million, 14% Higher Than Prior Year Period, and GAAP Net Income of $3.0 Million, a $17.3 Million Improvement from the Prior Year Period Nine-Month Adjusted EBITDA of $10.0 million, an $18.1 million i

Exhibit 99.1 Iteris Reports Record Nine-Month Revenue of $129.2 Million, 14% Higher Than Prior Year Period, and GAAP Net Income of $3.0 Million, a $17.3 Million Improvement from the Prior Year Period Nine-Month Adjusted EBITDA of $10.0 million, an $18.1 million improvement from the prior year period AUSTIN, TX – February 8, 2024 – Iteris, Inc. (NASDAQ: ITI), the global leader in smart mobility inf

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 9, 2023 ITERIS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Iteris Reports Record Second Quarter Revenue of $43.6 Million, Up 11% Year Over Year and GAAP Net Income of $0.6 Million, a $7.9 Million Improvement Year over Year Adjusted EBITDA of $2.9 million, representing an $8.1 million improvement year over ye

Exhibit 99.1 Iteris Reports Record Second Quarter Revenue of $43.6 Million, Up 11% Year Over Year and GAAP Net Income of $0.6 Million, a $7.9 Million Improvement Year over Year Adjusted EBITDA of $2.9 million, representing an $8.1 million improvement year over year AUSTIN, TX – November 9, 2023 – Iteris, Inc. (NASDAQ: ITI), the global leader in smart mobility infrastructure management, today repor

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): September 7, 2023 ITERIS, INC. (E

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): September 7, 2023 ITERIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08762 95-2588496 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Def

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): August 8, 2023 ITERIS, INC.

Iteris Reports Record First Quarter Revenue of $43.5 Million, Up 29% Year Over Year, and GAAP Net Income of $2.1 Million, a $7.0 Million Improvement Year Over Year Record adjusted EBITDA of $3.7 million, representing a $6.1 million improvement year o

Exhibit 99.1 Iteris Reports Record First Quarter Revenue of $43.5 Million, Up 29% Year Over Year, and GAAP Net Income of $2.1 Million, a $7.0 Million Improvement Year Over Year Record adjusted EBITDA of $3.7 million, representing a $6.1 million improvement year over year AUSTIN, TX – August 8, 2023 – Iteris, Inc. (NASDAQ: ITI), the global leader in smart mobility infrastructure management, today r

ITI / Iteris Inc. / Cowen Prime Advisors LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Iteris, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 46564t107 (CUSIP Number) July 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fil

ITI / Iteris Inc. / Samjo Management, LLC Passive Investment

SC 13G/A 1 d1076698713g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Iteris, Inc. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 46564T107 (CUSIP Number) July 21, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule

Iteris Appoints Gary Hall and Kimberly Valentine-Poska to its Board of Directors Experience in infrastructure and technology will enhance the company’s strategic planning and capital allocation

Exhibit 99.1 Iteris Appoints Gary Hall and Kimberly Valentine-Poska to its Board of Directors Experience in infrastructure and technology will enhance the company’s strategic planning and capital allocation AUSTIN, TX – July 18, 2023 – Iteris, Inc. (NASDAQ: ITI), the world’s trusted technology ecosystem for smart mobility infrastructure management, today announced that Gary Hall, partner and presi

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): July 14, 2023 ITERIS, INC. (Exact

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): July 14, 2023 ITERIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08762 95-2588496 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-08762 ITERIS, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-08762 CUSIP Number: 46564T107 (Check one):          x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11

Iteris Reports Record Fiscal 2023 Fourth Quarter Revenue Up 24% Year Over Year and Record Full Year Revenue Up 17% Year Over Year Reports Record Fiscal 2023 Ending Backlog of $114.2 Million, Up 14% Over Prior Year

Exhibit 99.1 Iteris Reports Record Fiscal 2023 Fourth Quarter Revenue Up 24% Year Over Year and Record Full Year Revenue Up 17% Year Over Year Reports Record Fiscal 2023 Ending Backlog of $114.2 Million, Up 14% Over Prior Year AUSTIN, TX – June 13, 2023 – Iteris, Inc. (NASDAQ: ITI), the global leader in smart mobility infrastructure management, today reported financial results for its fiscal fourt

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): June 13, 2023 ITERIS, INC. (Exact

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): June 13, 2023 ITERIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08762 95-2588496 (State or other jurisdiction of incorporation) (Commission File Number)

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): March 3, 2023 ITERIS, INC. (Exact

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): March 3, 2023 ITERIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08762 95-2588496 (State or other jurisdiction of incorporation) (Commission File Number)

ITI / Iteris Inc / Samjo Capital LLC Passive Investment

SC 13G/A 1 d993884313g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Iteris, Inc. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 46564T107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

ITI / Iteris Inc / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SC 13G 1 tv01194-iterisinc.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Iteris Inc. Title of Class of Securities: Common Stock CUSIP Number: 46564T107 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Sche

Iteris Reports Record Fiscal 2023 Third Quarter Total Revenue of $40.7 Million, Up 27% Year Over Year, and Record Total Ending Backlog of $112.2 Million, up 22% Year Over Year Achieved Financial Inflection Point as Alternative Circuit Boards and Othe

Exhibit 99.1 Iteris Reports Record Fiscal 2023 Third Quarter Total Revenue of $40.7 Million, Up 27% Year Over Year, and Record Total Ending Backlog of $112.2 Million, up 22% Year Over Year Achieved Financial Inflection Point as Alternative Circuit Boards and Other Supply Chain Management Initiatives Drive Greater Than 2,600 Basis Point Sequential Improvement in Product Gross Margins AUSTIN, Texas

Iteris Names Kerry A. Shiba New Chief Financial Officer

Exhibit 99.1 Iteris Names Kerry A. Shiba New Chief Financial Officer Austin, Texas – February 2, 2023 – Iteris, Inc. (NASDAQ: ITI), the world’s trusted technology ecosystem for smart mobility infrastructure management, today announced that Kerry A. Shiba will join the company as senior vice president & CFO effective February 3, 2023. Shiba will report to Joe Bergera, Iteris president and CEO, and

Letter Amendment to Employment Agreement, dated January 30, 2023, between Iteris, Inc. and Douglas Groves

Exhibit 10.2 January 30, 2023 Doug Groves [·] Re: Changes to your Employment Agreement Dear Doug, I am writing to confirm our understanding regarding certain changes to the terms of your employment with Iteris, Inc. (the “Company”). This letter amendment (this “Amendment”) amends the existing employment letter agreement between you and the Company dated November 15, 2019 (the “Employment Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number

Employment Agreement, dated January 30, 2023, between Iteris, Inc. and Kerry Shiba

Exhibit 10.1 January 30, 2023 Kerry Shiba [·] Dear Kerry: I am delighted to extend this offer letter of employment to you for the position of Senior Vice President & Chief Financial Officer with Iteris, Inc. (“Iteris” or “Company”). This is a highly strategic role which will provide you a great professional opportunity. Please review the below offer details for employment with the Company. Once th

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 2, 2023 ITERIS, INC.

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): January 30, 2023 ITERIS, INC. (Ex

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): January 30, 2023 ITERIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08762 95-2588496 (State or other jurisdiction of incorporation) (Commission File Numb

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 8, 2022 ITERIS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Iteris Reports Record Fiscal 2023 Second Quarter Total Revenue of $39.3 Million and Record Total Ending Backlog of $111.8 Million Raises the low-end of fiscal 2023 revenue guidance to a range of $150 million to $155 million, representing 14% year ove

Exhibit 99.1 Iteris Reports Record Fiscal 2023 Second Quarter Total Revenue of $39.3 Million and Record Total Ending Backlog of $111.8 Million Raises the low-end of fiscal 2023 revenue guidance to a range of $150 million to $155 million, representing 14% year over year growth at the mid-point of the guidance range AUSTIN, Texas ? November 8, 2022 ? Iteris, Inc. (NASDAQ: ITI), the global leader in

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 12, 2022 ITERIS, INC.

Submission of Matters to a Vote of Security Holders

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): September 8, 2022 ITERIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08762 95-2588496 (State or other jurisdiction of incorporation) (Commission File Num

Iteris Reports Fiscal 2023 First Quarter Total Revenue of $33.7 Million and Record Ending Total Backlog of $109 Million, up 36% year over year Maintains fiscal 2023 revenue guidance range of $147 million to $155 million, representing 13% year over ye

Exhibit 99.1 Iteris Reports Fiscal 2023 First Quarter Total Revenue of $33.7 Million and Record Ending Total Backlog of $109 Million, up 36% year over year Maintains fiscal 2023 revenue guidance range of $147 million to $155 million, representing 13% year over year growth at the mid-point of the guidance range AUSTIN, Texas ? August 4, 2022 ? Iteris, Inc. (NASDAQ: ITI), the world?s trusted technol

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): August 4, 2022 ITERIS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.???) Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-08762 ITERIS, INC. (Exac

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 1, 2022 ITERIS, INC.

Iteris Reports Record Full Year 2022 Revenue of $134 Million, Up 14% Year Over Year, and Record Full Year 2022 Bookings of $155 Million, Up 28% Year over Year Estimates Fiscal Full Year 2023 Total Revenue Range of $147 Million to $155 Million

Exhibit 99.1 Iteris Reports Record Full Year 2022 Revenue of $134 Million, Up 14% Year Over Year, and Record Full Year 2022 Bookings of $155 Million, Up 28% Year over Year Estimates Fiscal Full Year 2023 Total Revenue Range of $147 Million to $155 Million SANTA ANA, Calif. ? June 1, 2022 ? Iteris, Inc. (NASDAQ: ITI), the world?s trusted technology ecosystem for smart mobility infrastructure manage

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 24, 2022 ITERIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08762 95-2588496 (State or other jurisdiction of incorporation) (Commission File Number

ITI / Iteris Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Iteris Inc. Title of Class of Securities: Common Stock CUSIP Number: 46564T107 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule 13

ITI / Iteris Inc / Cowen Prime Advisors LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Iteris, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 46564t107 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

ITI / Iteris Inc / Samjo Capital LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number

Severance Agreement, dated December 30, 2021 between Iteris, Inc. and Ramin Massoumi

Page 1 of 11 Confidential Separation and Release Agreement: 030697.011-3056970v9 CONFIDENTIAL SEVERANCE AND RELEASE AGREEMENT This CONFIDENTIAL SEVERANCE AND RELEASE AGREEMENT (the ?Agreement?) is hereby made and entered into this , 202, by and between ITERIS, INC. (the ?Company?) and RAMIN MASSOUMI (?Executive?) (the Company and Executive, together, the ?Parties?). 1. Termination. Executive?s emp

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 3, 2022 ITERIS, INC.

Iteris Reports 14% Revenue Growth Year Over Year for Fiscal Third Quarter 2022 Estimates Fourth Quarter Double Digit Organic Revenue Growth and Revises Full Year Revenue Guidance to $134 Million to $136 Million, Representing 14% to 16% Growth Year Ov

Exhibit 99.1 Iteris Reports 14% Revenue Growth Year Over Year for Fiscal Third Quarter 2022 Estimates Fourth Quarter Double Digit Organic Revenue Growth and Revises Full Year Revenue Guidance to $134 Million to $136 Million, Representing 14% to 16% Growth Year Over Year SANTA ANA, Calif. ? February 3, 2022 ? Iteris, Inc. (NASDAQ: ITI), the global leader in smart mobility infrastructure management,

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): January 25, 2022 ITERIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08762 95-2588496 (State or other jurisdiction of incorporation) (Commission File Numb

Credit Agreement, dated as of January 25, 2022, by and between Iteris, Inc. and Capital One, National Association

Exhibit 10.1 Execution Version $20,000,000 REVOLVING CREDIT FACILITY CREDIT AGREEMENT Dated as of January 25, 2022 by and among ITERIS, INC., as Borrower, THE OTHER PERSONS PARTY HERETO DESIGNATED FROM TIME TO TIME AS CREDIT PARTIES, CAPITAL ONE, NATIONAL ASSOCIATION for itself, as Lender and Swing Lender and as Agent, THE OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO as Lenders, and

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): December 1, 2021 ITERIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08762 95-2588496 (State or other jurisdiction of incorporation) (Commission File Numb

As filed with the Securities and Exchange Commission on November 12, 2021

As filed with the Securities and Exchange Commission on November 12, 2021 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Iteris Reports 18% Revenue Growth Year Over Year for First Half of Fiscal 2022 and Maintains Full Year Revenue Guidance of $134 Million to $142 Million

Exhibit 99.1 Iteris Reports 18% Revenue Growth Year Over Year for First Half of Fiscal 2022 and Maintains Full Year Revenue Guidance of $134 Million to $142 Million SANTA ANA, Calif. ? November 3, 2021 ? Iteris, Inc. (NASDAQ: ITI), the global leader in smart mobility infrastructure management, today reported financial results for its fiscal second quarter 2022 ended September 30, 2021. During the

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 3, 2021 ITERIS, INC.

Material Impairments

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): October 19, 2021 ITERIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08762 95-2588496 (State or other jurisdiction of incorporation) (Commission File Numb

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): September 9, 2021 ITERIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08762 95-2588496 (State or other jurisdiction of incorporation) (Commission File Num

2016 Omnibus Incentive Plan (Amended and Restated effective September 9, 2021)

Exhibit 10.1 ITERIS, INC. 2016 OMNIBUS INCENTIVE PLAN (AMENDED AND RESTATED EFFECTIVE SEPTEMBER 9, 2021) ARTICLE 1 GENERAL PROVISIONS 1.1 PURPOSE OF THE PLAN This 2016 Omnibus Incentive Plan (the ?Plan?) is intended to promote the interests of Iteris, Inc., a Delaware corporation, by providing eligible persons in the Corporation?s service with the opportunity to acquire a proprietary interest, or

Current Report

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): September 9, 2021 ITERIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08762 95-2588496 (State or other jurisdiction of incorporation) (Commission File Num

August 11, 2021

August 11, 2021 Via Edgar Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

Iteris Reports Record 22% Revenue Growth Year Over Year Significant Increases in GAAP Net Income and Adjusted EBITDA for Fiscal First Quarter

Exhibit 99.1 Iteris Reports Record 22% Revenue Growth Year Over Year Significant Increases in GAAP Net Income and Adjusted EBITDA for Fiscal First Quarter SANTA ANA, Calif. ? August 5, 2021 ? Iteris, Inc. (NASDAQ: ITI), the global leader in smart mobility infrastructure management, today reported financial results for its fiscal first quarter 2022 ended June 30, 2021. During the first quarter of f

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): August 5, 2021 ITERIS, INC.

As filed with the Securities and Exchange Commission on July 30, 2021

? As filed with the Securities and Exchange Commission on July 30, 2021 Registration No.

definitive proxy statement on Schedule 14A filed with the Commission on July 27, 2021

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant o Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

June 21, 2021

June 21, 2021 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

June 15, 2021

June 15, 2021 Via Edgar Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Power of Attorney

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 8, 2021 Registration No.

Form of Indenture

Exhibit 4.7 ITERIS, INC. INDENTURE Dated as of , 20 [TO BE NAMED], Trustee Debt Securities TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 5 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuable in Series 5 Secti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No.1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No.1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2021 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-08762

Fourth Amendment to Lease, dated May 17, 2021, by and between Realty Associates Fund X, L.P. and Iteris, Inc.

FOURTH AMENDMENT TO LEASE This Fourth Amendment to Lease (the "Fourth Amendment") is dated for reference purposes this day of May 2021 and is entered into by and between B.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2021 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-08762 ITERIS, INC. (Exac

Iteris Reports Record Revenue and Backlog for Fiscal Fourth Quarter and Full Year 2021 Fourth Quarter Revenues of $31.7 Million Increased 10% Year Over Year

Exhibit 99.1 Iteris Reports Record Revenue and Backlog for Fiscal Fourth Quarter and Full Year 2021 Fourth Quarter Revenues of $31.7 Million Increased 10% Year Over Year SANTA ANA, Calif. ? June 1, 2021 ? Iteris, Inc. (NASDAQ: ITI), the global leader in smart mobility infrastructure management, today reported financial results for its fiscal fourth quarter and full year ended March 31, 2021. Durin

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 1, 2021 ITERIS, INC.

Merger Prospectus - CURRENT REPORT

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): March 1, 2021 REKOR SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38338 81-5266334 (State or Other Jurisdiction of Incorporation) (Commission File

Rekor Systems Comments On Offer To Purchase Iteris

Exhibit 99.1 Rekor Systems Comments On Offer To Purchase Iteris COLUMBIA, Md., March 1, 2021 - Rekor Systems, Inc., (NASDAQ: REKR) (?Rekor?) (the ?Company?) a Maryland-based company providing real-time roadway, customer and public safety intelligence to enable AI-driven decisions, announced today that on February 20, 2021, it had advised Iteris, Inc. (NASDAQ: ITI) that it was prepared to offer to

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Iteris Inc. Title of Class of Securities: Common Stock CUSIP Number: 46564T107 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 2, 2021 ITERIS, INC.

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number

Iteris Reports 5% Revenue Growth Year Over Year with Significant Increases in GAAP Net Income and Adjusted EBITDA for Fiscal Third Quarter

Exhibit 99.1 Iteris Reports 5% Revenue Growth Year Over Year with Significant Increases in GAAP Net Income and Adjusted EBITDA for Fiscal Third Quarter SANTA ANA, Calif. – February 2, 2021 – Iteris, Inc. (NASDAQ: ITI), the global leader in smart mobility infrastructure management, today reported financial results for its fiscal third quarter 2021 ended December 31, 2020. During the first quarter,

Iteris, Inc. Deferred Compensation Plan Effective Date October 1, 2020

EXHIBIT 10.5 Iteris, Inc. Deferred Compensation Plan Effective Date October 1, 2020 Iteris, Inc. Deferred Compensation Plan Article I Establishment and Purpose 1 Article II Definitions 1 Article III Eligibility and Participation 7 Article IV Deferrals 7 Article V Payments from Accounts 11 Article VI Valuation of Account Balances; Investments 14 Article VII Administration 15 Article VIII Amendment

Form of Restricted Stock Unit Issuance Agreement for use with the Iteris, Inc. Deferred Compensation Plan Effective Date October 1, 2020.

ITERIS, INC. RESTRICTED STOCK UNIT ISSUANCE AGREEMENT RECITALS A. The Board has adopted the Iteris, Inc. 2016 Omnibus Incentive Plan (as amended from time to time, the “Plan”) for the purpose of retaining the services of selected Employees, non-employee members of the Board or the board of directors of any Parent or Subsidiary and consultants and other independent advisors in the service of the Co

- S-8

Registration No. 333- U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 ITERIS, INC. (Exact name of registrant as specified in its charter) Delaware 95-2588496 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 1700 Carnegie Avenue, Suite 100, Santa Ana, CA 92705 (Address of

2020 Employment Inducement Incentive Award Plan

Exhibit 10.2 ITERIS, INC. 2020 EMPLOYMENT INDUCEMENT INCENTIVE AWARD PLAN ARTICLE 1 GENERAL PROVISIONS 1.1PURPOSE OF THE PLAN This 2020 Employment Inducement Incentive Award Plan (the “Plan”) is intended to promote the interests of Iteris, Inc., a Delaware corporation, by providing Eligible Persons in the Corporation’s service with the opportunity to acquire a proprietary interest, or otherwise in

Asset Purchase Agreement dated December 6, 2020, by and between Iteris, Inc. and TrafficCast International, Inc.

iti-2020127xexhibit101 Exhibit 10.1 ASSET PURCHASE AGREEMENT by and between TRAFFICCAST INTERNATIONAL, INC., as Seller and ITERIS, INC., as Buyer Dated as of December 6, 2020 CONTENTS Page ARTICLE I. DEFINITIONS Section 1.01. Definitions......................................................................................................1 Section 1.02. Certain Interpretive Matters ................

Form of Restricted Stock Unit Issuance Agreement for use with 2020 Employment Inducement Incentive Award Plan

Exhibit 10.4 ITERIS, INC. RESTRICTED STOCK UNIT ISSUANCE AGREEMENT RECITALS A. The Board has adopted the Iteris, Inc. 2020 Employment Inducement Incentive Award Plan (as amended from time to time, the “Plan”) for the purpose of retaining the services of Eligible Persons in the service of the Corporation (or any Parent or Subsidiary). B. This award is intended to constitute an “employment inducemen

Iteris Announces Acquisition of TrafficCast International, Inc.

Exhibit 99.1 Iteris Announces Acquisition of TrafficCast International, Inc. SANTA ANA, Calif. – December 7, 2020 – Iteris, Inc. (NASDAQ: ITI), the global leader in smart mobility infrastructure management, today announced its acquisition of TrafficCast International, Inc. (TrafficCast), a privately held company headquartered in Madison, Wisconsin that provides travel information technology, appli

Form of Notice Grant of Stock Option and Form of Stock Option Agreement for use with 2020 Employment Inducement Incentive Plan

Exhibit 10.3 ITERIS, INC. NOTICE OF GRANT OF STOCK OPTION Notice is hereby given of the following option grant (the “Option”) to purchase shares of the Common Stock of Iteris, Inc. (the “Corporation”): Participant: Grant Date: Vesting Commencement Date: Exercise Price: $ per share Number of Option Shares: shares Expiration Date: Type of Option: Non-Statutory Option Exercise Schedule: [To be specif

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): December 7, 2020 ITERIS, INC.

Iteris Reports 10% Revenue Growth Year Over Year with Significant Increases in GAAP Net Income and Adjusted EBITDA for Fiscal Second Quarter GAAP Net Income From Continuing Operations of $0.7 Million or $0.02 Diluted Per Share and Adjusted EBITDA of

Exhibit 99.1 Iteris Reports 10% Revenue Growth Year Over Year with Significant Increases in GAAP Net Income and Adjusted EBITDA for Fiscal Second Quarter GAAP Net Income From Continuing Operations of $0.7 Million or $0.02 Diluted Per Share and Adjusted EBITDA of $2.0 million SANTA ANA, Calif. – November 4, 2020 – Iteris, Inc. (NASDAQ: ITI), the global leader in smart mobility infrastructure manage

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 4, 2020 ITERIS, INC.

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

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): October 1, 2020 ITERIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08762 95-2588496 (State or other jurisdiction of incorporation) (Commission File Numbe

Submission of Matters to a Vote of Security Holders - FORM 8-K

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): September 10, 2020 ITERIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08762 95-2588496 (State or other jurisdiction of incorporation) (Commission File Nu

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

Quarterly Report - FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): August 4, 2020 ITERIS, INC.

Iteris Reports 11% Revenue Growth Year Over Year with Significant Increases in GAAP Net Income and Adjusted EBITDA for Fiscal First Quarter GAAP Net Income of $0.4 Million or $0.01 Diluted Per Share and Adjusted EBITDA of $2.3 million

Exhibit 99.1 Iteris Reports 11% Revenue Growth Year Over Year with Significant Increases in GAAP Net Income and Adjusted EBITDA for Fiscal First Quarter GAAP Net Income of $0.4 Million or $0.01 Diluted Per Share and Adjusted EBITDA of $2.3 million SANTA ANA, Calif. – August 4, 2020 – Iteris, Inc. (NASDAQ: ITI), the global leader in smart mobility infrastructure management, today reported financial

Form of Performance Stock Unit Issuance Agreement for use with 2016 Omnibus Incentive Plan**

EXHIBIT 10.1 ITERIS, INC. PERFORMANCE STOCK UNIT ISSUANCE AGREEMENT RECITALS A.The Board has adopted the Iteris, Inc. 2016 Omnibus Incentive Plan (as amended from time to time, the “Plan”) for the purpose of retaining the services of selected Employees, non-employee members of the Board or the board of directors of any Parent or Subsidiary and consultants and other independent advisors in the serv

Revised Form of Form of Notice of Grant of Stock Option and Form of Stock Option Agreement for use with 2016 Omnibus Incentive Plan**

EXHIBIT 10.3 ITERIS, INC. NOTICE OF GRANT OF STOCK OPTION Notice is hereby given of the following option grant (the “Option”) to purchase shares of the Common Stock of Iteris, Inc. (the “Corporation”): Participant: Grant Date: Vesting Commencement Date: Exercise Price: $ per share Number of Option Shares: shares Expiration Date: Type of Option: Incentive Option Non-Statutory Option Exercise Schedu

Revised Form of Restricted Stock Unit Issuance for use with 2016 Omnibus Incentive Plan**

EXHIBIT 10.2 ITERIS, INC. RESTRICTED STOCK UNIT ISSUANCE AGREEMENT RECITALS A.The Board has adopted the Iteris, Inc. 2016 Omnibus Incentive Plan (as amended from time to time, the “Plan”) for the purpose of retaining the services of selected Employees, non-employee members of the Board or the board of directors of any Parent or Subsidiary and consultants and other independent advisors in the servi

Definitive Proxy Statement on Schedule 14A, filed with the SEC on July 27, 2020

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): July 15, 2020 ITERIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08762 95-2588496 (State or other jurisdiction of incorporation) (Commission File Number)

Iteris Appoints Luke Schneider to Its Board of Directors Serial Entrepreneur Brings Deep Smart Mobility Expertise

Exhibit 99.1 Iteris Appoints Luke Schneider to Its Board of Directors Serial Entrepreneur Brings Deep Smart Mobility Expertise SANTA ANA, Calif. – July 16, 2020 – Iteris, Inc. (NASDAQ: ITI), the global leader in smart mobility infrastructure management, today announced that Luke Schneider, a serial smart mobility entrepreneur, has been appointed to its board of directors. Mr. Schneider has over 25

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): June 30, 2020 ITERIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08762 95-2588496 (State or other jurisdiction of incorporation) (Commission File Number)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): June 18, 2020 ITERIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08762 95-2588496 (State or other jurisdiction of incorporation) (Commission File Number)

Iteris Appoints Anjali Joshi to Its Board of Directors Former Product Executive at Google and Covad Brings Deep Technology Expertise

Exhibit 99.1 Iteris Appoints Anjali Joshi to Its Board of Directors Former Product Executive at Google and Covad Brings Deep Technology Expertise SANTA ANA, Calif. – June 23, 2020 – Iteris, Inc. (NASDAQ: ITI), the global leader in smart mobility infrastructure management, today announced that Anjali Joshi, former vice president of product management at Google, has been appointed to its board of di

Annual Report - 10-K

Use these links to rapidly review the document TABLE OF CONTENTS ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2020 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 9, 2020 ITERIS, INC.

EX-101.CAL-

Iteris Reports 18% Revenue Growth Year Over Year in Fiscal Fourth Quarter Total Revenue of $30.9 Million Represents Quarterly Record for Company

Exhibit 99.1 Iteris Reports 18% Revenue Growth Year Over Year in Fiscal Fourth Quarter Total Revenue of $30.9 Million Represents Quarterly Record for Company SANTA ANA, Calif. – June 9, 2020 – Iteris, Inc. (NASDAQ: ITI), the global leader in smart mobility infrastructure management, today reported financial results for its fiscal fourth quarter and full year ended March 31, 2020. Fiscal Fourth Qua

Description of Iteris, Inc. Securities Registered under Section 12 of the Exchange Act

Exhibit 4.1 DESCRIPTION OF ITERIS, INC. COMMON STOCK The following description of Iteris, Inc.’s common stock is a summary. This summary is subject to the General Corporation Law of Delaware (the “DGCL”) and the complete text of Iteris, Inc.’s Restated Certificate of Incorporation (the “certificate of incorporation”) and Restated Bylaws (the “bylaws”) filed as Exhibits 3.1 and 3.2, respectively, t

Results of Operations and Financial Condition

8-K/A 1 tm2021554-18ka.htm FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 4, 2020 ITERIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08762 95-2588496 (State or other jurisdiction of i

Asset Purchase Agreement, dated May 2, 2020, by and among Iteris, Inc., ClearAg, Inc., and DTN, LLC*

Exhibit 2.1 ASSET PURCHASE AGREEMENT by and among CLEARAG, INC., as a Seller ITERIS, INC., as a Seller, and DTN, LLC, as Buyer Dated as of May 2, 2020 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01. Definitions 1 Section 1.02. Certain Interpretive Matters 11 ARTICLE II TRANSFER OF ASSETS AND RIGHTS Section 2.01. Purchase and Sale of Assets 11 Section 2.02. Excluded Assets 13 Section 2.0

Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Results of Operations and Financial Condition

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 30, 2020 ITERIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08762 95-2588496 (State or other jurisdiction of incorporation) (Commission File Number

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 4, 2020 ITERIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08762 95-2588496 (State or other jurisdiction of incorporation) (Commission File Number) (

Iteris Reports Preliminary Record Financial Results for Fiscal 2020 Fourth Quarter and Definitive Agreement to Sell Its Agriculture and Weather Analytics Segment Company Expects Fourth Quarter and Full Year Revenue to Increase Approximately 21% and 1

Exhibit 99.1 Iteris Reports Preliminary Record Financial Results for Fiscal 2020 Fourth Quarter and Definitive Agreement to Sell Its Agriculture and Weather Analytics Segment Company Expects Fourth Quarter and Full Year Revenue to Increase Approximately 21% and 16% Respectively Conference Call Today at 1:30 p.m. PT SANTA ANA, Calif. – May 4, 2020 – Iteris, Inc. (NASDAQ: ITI), the global leader in

ITI / Iteris, Inc. CORRESP - -

ITERIS, INC. 1700 Carnegie Avenue, Suite 100 Santa Ana, CA 92705 February 11, 2020 Filed via Edgar U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Iteris, Inc. Registration Statement on Form S-3 (File No. 333-235699) Acceleration Request Requested Date: Wednesday, February 12, 2020 Requested Time: 5:00 p.m. Eastern Time Ladies and

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 11, 2020 ITERIS, INC.

ITI / Iteris, Inc. S-3/A - -

As filed with the Securities and Exchange Commission on February 10, 2020 Registration No.

ITI / Iteris, Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Iteris Inc Title of Class of Securities: Common Stock CUSIP Number: 46564T107 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule 13d-1(c

Iteris Reports 24% Revenue Growth Year Over Year in Fiscal Third Quarter Total Revenue of $28.7 Million Represents Quarterly Record for Company

Exhibit 99.1 Iteris Reports 24% Revenue Growth Year Over Year in Fiscal Third Quarter Total Revenue of $28.7 Million Represents Quarterly Record for Company SANTA ANA, Calif. – February 4, 2020 – Iteris, Inc. (NASDAQ: ITI), the global leader in applied informatics for transportation and agriculture, today reported financial results for its third fiscal quarter 2020 ended December 31, 2019. Fiscal

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 4, 2020 ITERIS, INC.

ITI / Iteris, Inc. 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2019 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number

ITI / Iteris, Inc. / Cowen Prime Services LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Iteris, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 46564t107 (CUSIP Number) January 15, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

ITI / Iteris, Inc. S-3/A - -

As filed with the Securities and Exchange Commission on January 23, 2020 Registration No.

Dennis W. Zank Joins Iteris Board of Directors Finance Leader to Enhance Company’s Strategic and M&A Expertise

Exhibit 99.1 Dennis W. Zank Joins Iteris Board of Directors Finance Leader to Enhance Company’s Strategic and M&A Expertise SANTA ANA, Calif. – January 23, 2020 – Iteris, Inc. (NASDAQ: ITI), the global leader in applied informatics for transportation and agriculture, today announced that Dennis W. Zank, former chief operating officer of Raymond James Financial, Inc. (NYSE: RJF), has been elected t

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): January 21, 2020 ITERIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08762 95-2588496 (State or other jurisdiction of incorporation) (Commission File Numb

Severance and Release Agreement, effective date December 12, 2019, between Iteris, Inc. and Andrew Schmidt

Exhibit 10.1 SEVERANCE AND RELEASE AGREEMENT This SEVERANCE AND RELEASE AGREEMENT (the “Agreement”) is hereby made and entered into this 6th day of December, 2019, by and between ITERIS, INC. (the “Company”) and ANDREW SCHMIDT (“Executive”) (the Company and Executive, together, the “Parties”). 1. Termination Executive’s employment with the Company pursuant to the Employment Agreement dated March 9

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 3, 2019 ITERIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08762 95-2588496 (State or other jurisdiction of incorporation) (Commission File Nu

ITI / Iteris, Inc. S-3 - - S-3

Table of Contents As filed with the Securities and Exchange Commission on December 23, 2019 Registration No.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 6, 2019 ITERIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08762 95-2588496 (State or other jurisdiction of incorporation) (Commission File Numb

Iteris Names Pierre-André Rebeyrat as General Manager for Agriculture and Weather Analytics

Exhibit 99.1 Iteris Names Pierre-André Rebeyrat as General Manager for Agriculture and Weather Analytics SANTA ANA, Calif. — December 10, 2019 — Iteris, Inc. (NASDAQ: ITI), the global leader in applied informatics for transportation and agriculture, today announced that Pierre-André “P-A” Rebeyrat has been appointed as vice president and general manager for its Agriculture and Weather Analytics se

Employment Agreement, dated November 15, 2019, between Iteris, Inc. and Douglas Groves

Exhibit 10.1 November 15, 2019 Doug Groves [Personal Address] Dear Doug: I am delighted to extend this offer letter of employment to you for the position of Senior Vice President & Chief Financial Officer with Iteris, Inc. (“Iteris,” “Company,” “we,” “our,” or “us”). This is a highly strategic role which will provide you a great professional opportunity. Please review the below offer details for e

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 3, 2019 ITERIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08762 95-2588496 (State or other jurisdiction of incorporation) (Commission File Numb

Iteris Names Douglas L. Groves New Chief Financial Officer

Exhibit 99.1 Iteris Names Douglas L. Groves New Chief Financial Officer SANTA ANA, Calif. — December 3, 2019 — Iteris, Inc. (NASDAQ: ITI), the global leader in applied informatics for transportation and agriculture, today announced that Douglas L. Groves will join the company as senior vice president and chief financial officer, effective December 4, 2019. Mr. Groves will report to Joe Bergera, It

Our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2019, filed with the Commission on November 7, 2019;

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Iteris Reports Record Second Quarter Revenue of $27.9 Million

Exhibit 99.1 Iteris Reports Record Second Quarter Revenue of $27.9 Million SANTA ANA, Calif. — November 5, 2019 — Iteris, Inc. (NASDAQ: ITI), the global leader in applied informatics for transportation and agriculture, today reported financial results for its second fiscal quarter 2020 ended September 30, 2019. Fiscal First Half and Second Quarter 2020 Financial Highlights · Total second quarter r

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 5, 2019 ITERIS, INC.

Submission of Matters to a Vote of Security Holders

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): September 12, 2019 ITERIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08762 95-2588496 (State or other jurisdiction of incorporation) (Commission File Nu

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

ALBECK GERKEN, INC. FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REPORT YEARS ENDED DECEMBER 31, 2018 AND 2017

Exhibit 99.2 ALBECK GERKEN, INC. FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REPORT YEARS ENDED DECEMBER 31, 2018 AND 2017 Contents Page INDEPENDENT AUDITORS’ REPORT 1 - 2 FINANCIAL STATEMENTS Balance Sheets 3 Statements of Income 4 Statements of Shareholders’ Equity 5 Statements of Cash Flows 6 Notes to Financial Statements 7-15 SUPPLEMENTAL INFORMATION Schedules of General and Administrative

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On July 2, 2019, Iteris, Inc (“Iteris” or the “Company”) completed the acquisition of all outstanding shares of Albeck Gerken, Inc. (“AGI”), a professional transportation engineering firm with offices in Tampa (FL), Orlando (FL), Virginia Beach (VA) and Chester Pike (PA), pursuant to a Stock Purchases Agreement, dated June 1

September 3, 2019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

September 3, 2019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

August 28, 2019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): August 26, 2019 ITERIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08762 95-2588496 (State or other jurisdiction of incorporation) (Commission File Numbe

Iteris Announces Board Transition

Exhibit 99.1 Iteris Announces Board Transition SANTA ANA, Calif. — August 28, 2019 — Iteris, Inc. (NASDAQ: ITI), the global leader in applied informatics for transportation and agriculture, today announced that Kevin C. Daly, Ph.D. has informed the Board of his intention if elected to serve on the Iteris Board of Directors until March 31, 2020, at which time he will step down from the Board. Iteri

August 21, 2019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

August 21, 2019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

August 14, 2019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

ITI / Iteris, Inc. PX14A6G - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Submitted Pursuant to Rule 14a-6(g) (Amendment No. ) 1. Name of the Registrant: Iteris, Inc. 2. Name of Person Relying on Exemption: Laughing Water Capital, LP 3. Address of Person Relying on the Exemption: 32 Westminster Road Rockville Centre, New York 11570 4. Written Material. The following wri

Our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2019, filed with the Commission on August 8, 2019;

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

Iteris Reports First Quarter Revenue of $26.6 Million

Exhibit 99.1 Iteris Reports First Quarter Revenue of $26.6 Million SANTA ANA, Calif. — August 6, 2019 — Iteris, Inc. (NASDAQ: ITI), the global leader in applied informatics for transportation and agriculture, today reported financial results for its first fiscal quarter 2020 ended June 30, 2019. Fiscal First Quarter 2020 Financial Highlights · Total revenue of $26.6 million, up 4% year over year ·

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): August 6, 2019 ITERIS, INC.

Our definitive Schedule 14A Proxy Statement filed on July 29, 2019;

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): July 2, 2019 ITERIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08762 95-2588496 (State or other jurisdiction of incorporation) (Commission File Number)

Iteris Announces Closing of Acquisition of Albeck Gerken

Exhibit 99.1 Iteris Announces Closing of Acquisition of Albeck Gerken SANTA ANA, Calif. — July 2, 2019 — Iteris, Inc. (NASDAQ: ITI), the global leader in applied informatics for transportation and agriculture, today announced the completion of its previously announced acquisition of Albeck Gerken, Inc., a privately held traffic operations engineering services provider headquartered in Tampa, Flori

Form of Retention Bonus Agreement entered into between the Company and selling shareholders of Albeck Gerken, Inc.

Exhibit 10.1 [Date] [Employee Name] [Address 1] [Address 2] Re: Retention/Stay Bonus Dear [Employee Name]: As you know, Iteris, Inc. (“Iteris”) is acquiring 100% of the issued and outstanding shares of capital stock of your employer, Albeck Gerken, Inc. (“AGI”). We consider your continued service and dedication to AGI essential to our plans for AGI. To incentivize you to remain employed with AGI,

Stock Purchase Agreement, dated June 10, 2019, by and among Iteris, Inc., Albeck Gerken, Inc. and its shareholders.

Exhibit 2.1 STOCK PURCHASE AGREEMENT by and among ITERIS, INC., as BUYER and ALBECK GERKEN, INC. and JEFF GERKEN, BRIAN GERKEN, HELMUTH ARENS, DAN CONGEL, JOE MOLINARO, and JOHN ALBECK, as the SELLERS and JEFF GERKEN, as the SELLERS’ REPRESENTATIVE Dated: JUNE 10, 2019 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 ARTICLE II PURCHASE AND SALE 9 Section 2.01 Purchase and Sale 9 Section 2.02 Purcha

Iteris Announces Pricing of Public Offering of Common Stock

Exhibit 99.1 Iteris Announces Pricing of Public Offering of Common Stock SANTA ANA, Calif. — June 14, 2019 — Iteris, Inc. (NASDAQ: ITI), the global leader in applied informatics for transportation and agriculture, today announced that it has priced its underwritten registered public offering of 5,376,345 shares of its common stock at a price to the public of $4.65 per share. Iteris has granted the

Underwriting Agreement, dated June 13, 2019, by and between Iteris, Inc. and B. Riley FBR, Inc., as representatives of the Underwriters.

Exhibit 1.1 5,376,345 Shares ITERIS, INC. Common Stock ($0.10 Par Value) UNDERWRITING AGREEMENT June 14, 2019 B. Riley FBR, Inc. As Representative of the Several Underwriters B. Riley FBR, Inc. 299 Park Avenue, 7th Floor New York, New York 10171 Ladies and Gentlemen: Iteris, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to the se

Iteris Announces Agreement to Acquire Albeck Gerken

Exhibit 99.2 Iteris Announces Agreement to Acquire Albeck Gerken SANTA ANA, Calif. — June 14, 2019 — Iteris, Inc. (NASDAQ: ITI), the global leader in applied informatics for transportation and agriculture, today announced that it has entered into a definitive agreement to acquire Albeck Gerken, Inc., a privately held traffic operations engineering services provider headquartered in Tampa, Florida,

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): June 10, 2019 ITERIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08762 95-2588496 (State or other jurisdiction of incorporation) (Commission File Number)

5,376,345 Shares Common Stock

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents Filed pursuant to Rule 424(b)(5) Registration No.

SUBJECT TO COMPLETION, DATED JUNE 13, 2019

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents Filed pursuant to Rule 424(b)(5) Registration No.

Iteris Announces Launch of Public Offering of Common Stock

Exhibit 99.1 Iteris Announces Launch of Public Offering of Common Stock SANTA ANA, Calif. — June 13, 2019 — Iteris, Inc. (NASDAQ: ITI), the global leader in applied informatics for transportation and agriculture, today announced the launch of an underwritten registered public offering of shares of its common stock. Iteris expects to grant the underwriters a 30-day option to purchase up to an addit

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 13, 2019 ITERIS, INC.

our Annual Report on Form 10-K for the fiscal year ended March 31, 2019, filed with the SEC on June 6, 2019; and

Use these links to rapidly review the document TABLE OF CONTENTS ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2019 OR o TRANSITION REPORT PURSUANT TO SECTION 1

Third Amendment to Lease, dated December 15, 2016, by and between Realty Associates Fund X, L.P. and Iteris, Inc.

Exhibit 10.6 day of December, 2016 and is entered into by and between The Realty Associates Fund X,L.P., a Delaware limited partnership ("Landlord"), and lteris, Inc., a Delaware corporation ("Tenant"), with reference to the ollowing recitals. R §.c ! A.b.§: A On or about May 24, 2007,Crown Carnegie Associates, LLC ("Crown") and Tenant entered into an Office Lease (the "Original Lease") for that c

Retention Bonus Agreement dated June 4, 2019 between Iteris, Inc. and James Chambers

Exhibit 10.21 RETENTION BONUS AGREEMENT This Retention Bonus Agreement (this “Agreement”) is made this 4th day of June, 2019, by and between Iteris, Inc., a Delaware corporation (the “Company”), and Jim Chambers (“Executive”). WHEREAS, the Company wishes to recognize Executive’s contributions to the Company and its business, and to incentivize Executive’s continued employment with, and efforts on

Second Amendment to Lease, dated September 29, 2014, by and between Realty Associates Fund X, L.P. and Iteris, Inc. (as the successor to Realty Associate RREF II Freeway Acquisitions, LLC) and Iteris, Inc.

Exhibit 10.5 SECOND AMENDMENT TO LEASE This SECOND AMENDMENT TO LEASE ("Amendment") is made as of September ., , 2014, between RREF II FREEWAY ACQUISITIONS, LLC, a Delaware limited liability company ("Landlord"), and ITERIS, INC., a Delaware corporation ("Tenant"), with reference to the following: RECITALS A. Tenant and Landlord's predecessor-in-interest, Crown Carnegie Associates, LLC, a Delaware

Incentive Bonus Agreement dated June 4, 2019 between Iteris, Inc. and James Chambers

Exhibit 10.22 INCENTIVE BONUS AGREEMENT This INCENTIVE BONUS AGREEMENT (this “Agreement”) is made this 4th day of June, 2019, by and between Iteris, Inc., a Delaware corporation (the “Company”), and Jim Chambers (“Executive”). WHEREAS, the Company wishes to recognize Executive’s contributions to the Company and its business, and to incentivize Executive’s contributions to the Company by offering E

Iteris, Inc. Amended and Restated Executive Severance Plan

Exhibit 10.20 ITERIS, INC. AMENDED AND RESTATED EXECUTIVE SEVERANCE PLAN ARTICLE I PURPOSE This Amended and Restated Executive Severance Plan was established by Iteris, Inc. (“Iteris”) on February 5, 2018 (the “Effective Date”), and amended and restated effective June 4, 2019, to provide Participants with the opportunity to receive severance benefits in the event of certain terminations of employm

Iteris Reports Record Fourth Quarter Revenue of $26.1 Million Fourth Quarter Total Net Bookings of $24.1 Million, up 64% Year Over Year

Exhibit 99.1 Iteris Reports Record Fourth Quarter Revenue of $26.1 Million Fourth Quarter Total Net Bookings of $24.1 Million, up 64% Year Over Year SANTA ANA, Calif. — June 3, 2019 — Iteris, Inc. (NASDAQ: ITI), the global leader in applied informatics for transportation and agriculture, today reported financial results for its fiscal fourth quarter and full year ended March 31, 2019. Fiscal Fourt

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 3, 2019 ITERIS, INC.

ITI / Iteris, Inc. / Subin Neil S - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 2)* Iteris, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 46564T107 (CUSIP Number) February 27, 2019 (Date of Event which Requires Fili

ITI / Iteris, Inc. / Subin Neil S - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)* Iteris, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 46564T107 (CUSIP Number) December 31, 2018 (Date of Event which Requires Fili

quarterly reports on Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 6, 2019 ITERIS, INC.

Iteris Reports Third Quarter Revenue of $23.1 Million

Exhibit 99.1 Iteris Reports Third Quarter Revenue of $23.1 Million SANTA ANA, Calif. — February 6, 2019 — Iteris, Inc. (NASDAQ: ITI), the global leader in applied informatics for transportation and agriculture, today reported financial results for its fiscal third quarter 2019 ended December 31, 2018. Fiscal Third Quarter 2019 Financial Summary · Total revenue of $23.1 million, down 11% year over

Amended and Restated 2016 Omnibus Incentive Plan

Exhibit 99.1 ITERIS, INC. 2016 OMNIBUS INCENTIVE PLAN (AMENDED AND RESTATED EFFECTIVE OCTOBER 11, 2018) ARTICLE 1 GENERAL PROVISIONS 1.1 PURPOSE OF THE PLAN This 2016 Omnibus Incentive Plan (the “Plan”) is intended to promote the interests of Iteris, Inc., a Delaware corporation, by providing eligible persons in the Corporation’s service with the opportunity to acquire a proprietary interest, or o

November 6, 2018 (File No. 333-228210)

As filed with the Securities and Exchange Commission on November 6, 2018 Registration No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 6, 2018 ITERIS, INC.

Iteris Reports Second Quarter Revenue of $24.4 Million

Exhibit 99.1 Iteris Reports Second Quarter Revenue of $24.4 Million SANTA ANA, Calif. — November 6, 2018 — Iteris, Inc. (NASDAQ: ITI), the global leader in applied informatics for transportation and agriculture, today reported financial results for its fiscal second quarter 2019 ended September 30, 2018. Fiscal Second Quarter 2019 Financial Summary · Total revenue of $24.4 million, down 3.3% year

ITI / Iteris, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): October 11, 2018 ITERIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08762 95-2588496 (State or other jurisdiction of incorporation) (Commission File Numb

Restated Certificate of Incorporation of the registrant as filed with the Delaware Secretary of State on October 12, 2018

Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF ITERIS, INC. Iteris, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: I. The original certificate of incorporation of this corporation was filed with the Secretary of State of the State of Delaware on July 13, 1987 under the name Odetics, Inc., and was restated on August 21, 2009. I

ITI / Iteris, Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Amendment No. 1 thereto filed with the SEC on October 4, 2018

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ITERIS, INC. (Exact name of registrant as specified in its charter) Delaware 95-2588496 (State of incorporation or organization) (I.R.S. Employer Identification No.) 1700 Carneg

Certificate of Elimination of the Series A Junior Participating Preferred Stock of Iteris, Inc.

Exhibit 3.1 CERTIFICATE OF ELIMINATION OF THE SERIES A JUNIOR PARTICIPATING PREFERRED STOCK OF ITERIS, INC. Iteris, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), certifies as follows: FIRST: The “Certificate of Designations of Series A Junior Participating Preferred Stock” filed on or about August 21, 2009 and consti

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): September 28, 2018 ITERIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08762 95-2588496 (State or other jurisdiction of incorporation) (Commission File Nu

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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): September 27, 2018 ITERIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08762 95-2588496 (State or other jurisdiction of incorporation) (Commission File Nu

Amendment No. 2 to Rights Agreement, dated as of September 28, 2018, by and between Iteris, Inc. and Computershare Trust Company, N.A., as rights agent.

Exhibit 4.1 AMENDMENT NO. 2 TO RIGHTS AGREEMENT This AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this “Amendment”) is entered into as of September 28, 2018 (the “Effective Date”), and amends that certain Rights Agreement, dated as of August 20, 2009, by and between ITERIS, INC., a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company, as Rights A

ITI / Iteris, Inc. DEFR14A

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ITI / Iteris, Inc. DEF 14A

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

ITI / Iteris, Inc. PRE 14A

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Restated Bylaws of the Registrant, as amended through August 6, 2018

Exhibit 3.1 RESTATED BYLAWS OF ITERIS, INC. (hereinafter called the “Corporation”) (As amended through August 6, 2018) ARTICLE I OFFICES Section 1. Registered Office. The Board of Directors shall fix the location of the principal executive office of the Corporation at any place within or outside the State of Delaware. The registered office of the Corporation shall be in the City of Wilmington, Cou

ITI / Iteris, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00