ITT Announces Closing of Underwritten Public Offering of Common Stock and Full Exercise by Underwriters of Option to Purchase Additional Shares

Key Terms

underwritten public offering financial

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

option to purchase additional shares financial

An option to purchase additional shares is a contractual right that lets a holder buy more company stock at a predetermined price and within a set time frame, often tied to a share offering or financing. For investors this matters because it can change ownership percentages and raise cash for the company—like a coupon that lets someone buy extra items at a fixed price, it can dilute existing holders but also stabilize an offering or fund growth.

automatic shelf registration statement regulatory

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

form s-3asr regulatory

Form S-3ASR is a type of SEC registration that lets large, well-known public companies pre-register securities so they can be sold quickly when needed, similar to having a pre-approved credit line they can draw on at short notice. For investors, it matters because it signals a company's readiness to raise cash fast, which can affect share supply and price (dilution) and reveal how easily the company can fund growth or handle short-term needs.

prospectus supplement regulatory

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

STAMFORD, Conn.--(BUSINESS WIRE)-- December 10, 2025-- ITT Inc. (“ITT” or the “Company”) (NYSE: ITT) today announced the closing of its previously announced underwritten public offering of 8,050,000 shares of its common stock, which includes the full exercise of the underwriters’ option to purchase up to 1,050,000 additional shares, at a public offering price of $167.00 per share. The net proceeds from the offering were approximately $1.31 billion, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

The Company intends to use the net proceeds from the offering to fund a portion of the previously announced acquisition of the business of SPX FLOW, Inc. (the “Acquisition”). In the event that the Acquisition is not completed, the proceeds from the offering will be used for general corporate purposes.

Goldman Sachs & Co. LLC and UBS Investment Bank acted as lead book-running managers with Barclays acting as a book-running manager. BTIG, BofA Securities, ING, BNP Paribas, Wells Fargo Securities, COMMERZBANK and IMI - Intesa Sanpaolo acted as additional bookrunners for the offering. Baird, D.A. Davidson & Co., KeyBanc Capital Markets, Stifel and Wolfe | Nomura Alliance acted as co-managers for the offering.

The offering was made pursuant to the automatic shelf registration statement on Form S-3ASR filed by the Company on November 1, 2024 with the U.S. Securities and Exchange Commission (the “SEC”), which became effective upon filing. A final prospectus supplement relating to the offering has been filed with the SEC and is available on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and accompanying prospectus may also be obtained by sending a request to: Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, New York 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing Prospectus-ny@ny.email.gs.com; UBS Securities LLC, Attention: Prospectus Department, 11 Madison Avenue, New York, New York 10010, or by emailing ol-prospectus-request@ubs.com; or by accessing the SEC’s website at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the shares of common stock or any other securities, nor shall there be any sale of such shares of common stock or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About ITT

ITT is a diversified leading manufacturer of highly engineered critical components and customized technology solutions for the transportation, industrial and energy markets. Building on its heritage of innovation, ITT partners with its customers to deliver enduring solutions to the key industries that underpin our modern way of life. ITT is headquartered in Stamford, Connecticut, with employees in more than 35 countries and sales in approximately 125 countries.

ITT-O

Forward Looking Statements

This press release contains “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not historical facts, but rather represent only a belief regarding future events based on current expectations, estimates, assumptions and projections about our business, future financial results and the industry in which we operate, and other legal, regulatory, and economic developments. These forward-looking statements include, but are not limited to, statements relating to the intended use of proceeds and the completion of the Acquisition. We use words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “future,” “guidance,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “target,” “will,” “would,” and other similar expressions to identify such forward-looking statements. Forward looking statements are uncertain and, by their nature, many are inherently unpredictable and outside of ITT’s control, and involve known and unknown risks, uncertainties and other important factors that could cause actual results to differ materially from those expressed or implied in, or reasonably inferred from, such forward-looking statements. Where in any forward-looking statement we express an expectation or belief as to future results or events, such expectation or belief is based on current plans and expectations of our management, expressed in good faith and believed to have a reasonable basis. However, we cannot provide any assurance that the expectation or belief will occur or that anticipated results will be achieved or accomplished. A detailed discussion of these uncertainties and risks that affect our business is contained in our SEC filings, including our reports on Form 10-K and Form 10-Q, particularly under the heading “Risk Factors.”

View source version on businesswire.com: https://www.businesswire.com/news/home/20251210582463/en/

Media:

Phil Terrigno

+1 914-641-2143

phil.terrigno@itt.com

Investors:

Emmanuel Caprais

+1 914-641-2162

investors@itt.com

Source: ITT Inc.