Itt Inc SEC Filings

ITT Inc. reported a routine equity award to a senior executive. Vice President and Chief Accounting Officer Cheryl de Mesa Graziano received 205 shares of ITT common stock on December 18, 2025, reported at a price of $0.0, reflecting a grant of restricted stock units under the ITT Inc. 2011 Omnibus Incentive Plan. Following this grant, she beneficially owns 5,267 shares directly.

The restricted stock units are scheduled to vest in three equal installments on December 18, 2026, December 18, 2027, and December 18, 2028, tying a portion of her compensation to the company’s long-term performance and continued service.

ITT Inc. reported that its President and CEO, who also serves as a director, made a bona fide gift of 5,725 shares of common stock on December 18, 2025. The shares were transferred at a price of $0 to a charitable donor-advised fund. After this transaction, the insider beneficially owns 260,170 shares of ITT common stock, including 398 shares acquired under the ITT Inc. 2023 Employee Stock Purchase Plan.

The gifted shares remain subject to a lock-up agreement dated December 5, 2025, related to the company’s registered common stock offering that closed on December 10, 2025. The donee has agreed not to sell or transfer these shares until the applicable lock-up period expires, meaning the shares cannot be traded during that restricted timeframe.

ITT Inc. completed an underwritten public offering of common stock to help fund its planned acquisition of the SPX FLOW business. The company sold 7,000,000 shares of common stock at a public offering price of $167.00 per share and the underwriters fully exercised their option to purchase an additional 1,050,000 shares. Net proceeds from the offering were approximately $1.31 billion after underwriting discounts, commissions and expenses. ITT plans to use these proceeds primarily to pay a portion of the purchase price for the previously announced SPX FLOW acquisition, or for general corporate purposes if that deal does not close. The offering was conducted under ITT’s existing automatic shelf registration statement, with Goldman Sachs & Co. LLC and UBS Securities LLC acting as joint book‑running managers and financial advisors on the acquisition.

ITT Inc. is conducting a primary offering of 7,000,000 shares of its common stock at $167.00 per share, for gross proceeds of about $1.169 billion and estimated net proceeds of $1.143 billion before expenses. ITT has also granted underwriters a 30‑day option to buy up to 1,050,000 additional shares at the same price, less underwriting discounts.

ITT plans to use the net proceeds to help fund the cash portion of its pending $4.775 billion acquisition of SPX FLOW, which will be paid with $4.075 billion in cash and 3,839,824 ITT shares, alongside a committed $2.875 billion term loan and a $1.2 billion bridge facility. The offering is not contingent on closing the acquisition; if the deal does not close, ITT expects to use the proceeds for general corporate purposes. Pro forma data show a much larger combined industrial business with meaningful adjusted EBITDA and margin contributions from SPX FLOW’s $1.3 billion revenue base.

ITT Inc. is offering 7,000,000 shares of common stock in a primary equity offering, with an additional 1,050,000 shares available to the underwriters under an option. The company plans to use the net proceeds to fund a portion of the cash consideration for its pending acquisition of SPX FLOW, a provider of highly engineered flow and process technologies for industrial and health and nutrition markets. The acquisition purchase price is approximately $4.775 billion, expected to be paid with $4.075 billion in cash and 3,839,824 ITT shares, subject to customary adjustments. To support the cash portion, ITT has secured commitments for a $2.875 billion term loan facility and a $1.2 billion bridge loan facility, which is intended to be replaced dollar-for-dollar by this equity issuance. For the trailing twelve months ended September 27, 2025, ITT generated $3.63 billion in revenue and $6.30 diluted EPS, while SPX FLOW generated $1.33 billion in revenue and a 22.3% adjusted EBITDA margin. Pro forma figures illustrate a significantly larger combined industrial business with higher absolute revenue and EBITDA.

ITT Inc. has provided detailed financial information related to its planned acquisition of LSF11 Redwood TopCo LLC. The company is supplying audited financial statements of the target for the years ended December 31, 2024 and 2023, unaudited interim financials as of and for the nine months ended September 27, 2025, and unaudited pro forma combined condensed financial statements showing how ITT and the target would look on a combined basis for recent periods.

The acquisition remains subject to customary closing conditions, including required U.S. and foreign regulatory approvals such as Hart-Scott-Rodino antitrust clearance, and ITT notes there is no assurance the deal will close on the expected timeline or terms. The company also clarifies that this report does not modify its previously issued annual or quarterly consolidated financial statements.

ITT Inc. plans a major acquisition, agreeing to buy LSF11 Redwood TopCo LLC, the parent of SPX FLOW, Inc., for an aggregate $4.775 billion on a cash‑free, debt‑free basis. The deal combines $4.075 billion in cash with 3,839,824 shares of ITT common stock, subject to a net working capital adjustment, and depends on customary closing conditions, including U.S. and foreign regulatory approvals under the Hart‑Scott‑Rodino Act.

At closing, ITT will issue the stock portion privately under Section 4(a)(2), grant the seller registration rights and a six‑month lock‑up on the shares, and rely on new debt commitments from U.S. Bank for a $2.875 billion term loan and a $1.200 billion bridge facility to fund the cash consideration and related costs. Separately, the board named Nazzic S. Keene to become non‑executive chair after the 2026 annual meeting, succeeding Timothy H. Powers upon his planned retirement.

ITT Inc. (ITT) filed a Form 4 reporting transactions by its Vice President & Chief Accounting Officer, Cheryl de Mesa Graziano. On November 1, 2025, 109 shares of common stock were withheld (code F) at $183.95 to cover taxes upon RSU vesting under the ITT Inc. 2011 Omnibus Incentive Plan.

On November 3, 2025, she sold 238 shares (code S) at a weighted average price of $183.08, with individual trades ranging from $182.98 to $183.43 per share. Direct holdings following the reported transactions are 5,062 shares.

ITT Inc. reported an insider transaction: Senior Vice President & CFO Emmanuel Caprais sold 5,500 shares of common stock on October 31, 2025 at a weighted average price of $185.229 per share. The filing notes individual sale prices ranged from $185.20 to $185.74.

After the transaction, Caprais beneficially owned 36,830 shares directly and 1,103 shares indirectly through a 401(k) plan, as of October 31, 2025. The Form 4 was filed by one reporting person.