ITT (NYSE: ITT) closes $4.775B SPX FLOW deal, forms Flow Technologies platform

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

ITT Inc. has completed its acquisition of SPX FLOW, Inc., buying 100% of the target’s membership interests for total consideration of $4.775 billion, funded with $4.075 billion in cash and 3,839,824 shares of ITT common stock, subject to working capital adjustments.

SPX FLOW generated more than $1.3 billion in 2025 revenue with 14% organic orders growth and brings about 3,900 employees and a large installed base in industrial, chemical, energy, nutrition and health markets. ITT is renaming its Industrial Process segment to Flow Technologies, which will include SPX FLOW.

ITT also entered into a Registration Rights Agreement giving the seller demand, piggy-back and shelf registration rights for the stock consideration, including one underwritten offering, and must file a shelf registration statement for these shares within 90 days of closing. Required SPX FLOW financial statements and pro forma financials will be filed by amendment within 71 days.

Positive

Completion of major strategic acquisition: ITT closed the $4.775 billion purchase of SPX FLOW, adding a business with more than $1.3 billion in 2025 revenue and 14% organic orders growth, which management says accelerates its 2030 portfolio transformation goal by four years.

Negative

None.

Insights

Large, strategic acquisition adds a $1.3B‑plus flow technologies platform to ITT.

ITT has closed the acquisition of SPX FLOW for total consideration of $4.775 billion, mixing cash and 3,839,824 ITT shares. SPX FLOW contributed more than $1.3 billion in 2025 revenue and 14% organic orders growth, signaling a sizable addition to ITT’s industrial footprint.

Management highlights this deal as accelerating a 2030 portfolio transformation goal by four years and concentrating the business in higher-growth, higher-margin areas. The Industrial Process segment is being rebranded as Flow Technologies, with SPX FLOW integrated under that platform.

Future filings will add SPX FLOW’s historical financial statements and pro forma data, which will clarify combined scale and segment economics. The Registration Rights Agreement, including shelf registration within 90 days and one underwritten offering right for the seller, frames how the equity component may eventually enter the market.

03/02/2026 - 08:44 AM

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: March 2, 2026

(Date of earliest event reported)

ITT INC.

(Exact name of registrant as specified in its charter)


Indiana	001-05672	81-1197930
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

100 Washington Boulevard

6th Floor

Stamford, CT 06902

(Address of principal executive offices) (Zip Code)

(914) 641-2000

(Registrant's telephone number, including area code)

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1 per share	ITT	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note

As previously disclosed, on December 4, 2025, ITT Inc., an Indiana corporation (“ITT”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) by and among ITT, LSF11 Redwood Parent, L.P. (the “Seller”), LSF11 Redwood TopCo LLC (the “Target”) and ITT Industries Holdings, Inc., a Delaware corporation and wholly owned subsidiary of ITT (the “Buyer”). The Target is the parent company of SPX FLOW, Inc. (“SPX FLOW”), a provider of engineered equipment and process technologies for end markets including industrial, health, and nutrition. Pursuant to the Purchase Agreement, the Buyer will purchase 100% of the membership interests of the Target (the “Acquisition”) on a cash-free basis, for an aggregate purchase price of $4.775 billion, which is expected to be comprised of $4.075 billion in cash (the “Cash Consideration”) and 3,839,824 shares of ITT common stock, par value $1.00 per share (the “Stock Consideration”), subject to a net working capital adjustment.

On March 2, 2026 (the “Closing Date”), the Acquisition was consummated, and the Buyer acquired 100% of the membership interests of the Target (the “Closing”). Pursuant to the Purchase Agreement, at the Closing, ITT issued the Stock Consideration to the Seller.

Item 1.01 Entry Into a Material Definitive Agreement.

The information set forth in the Introductory Note of this Current Report on Form 8-K (this “Current Report”) is incorporated by reference into this Item 1.01.

Registration Rights Agreement

On the Closing Date, ITT entered into a Registration Rights Agreement (the “Registration Rights Agreement”), with the Seller, pursuant to which ITT granted the Seller certain demand, “piggy-back” and shelf registration rights with respect to the Stock Consideration, subject to certain customary thresholds and conditions. No later than 90 days after the closing of the Acquisition, ITT is required to file a shelf registration statement registering the Stock Consideration. The Seller will have the right to request ITT to facilitate one underwritten offering. ITT will pay certain expenses of the Seller incurred in connection with the exercise of its rights under the Registration Rights Agreement and indemnify them for certain securities law matters in connection with any registration statement filed pursuant thereto.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by the full text of the Registration Rights Agreement, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference..

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report is incorporated by reference into this Item 2.01.

After adjustments pursuant to the Purchase Agreement, the net merger consideration paid to the Target was estimated to be approximately $3.0 billion, composed of approximately $2.3 billion in cash and $0.7 billion in shares of ITT common stock as of the date of the Purchase Agreement.

The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by the full text of the Purchase Agreement, which is filed herewith as Exhibit 2.1 and incorporated herein by reference.

Item 2.02. Results of Operations and Financial Condition.

On March 2, 2026, ITT issued a press release announcing the closing of the Acquisition and containing certain results for SPX FLOW’s fiscal year ended December 31, 2025. A copy of the press release is furnished herewith as Exhibit 99.1.

The information in this Item 2.02 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished to the Securities and Exchange Commission (the “SEC”) and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. This information shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure.

The information in this Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished to the SEC and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. This information shall not be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment to this Current Report no later than 71 calendar days after the date on which this Current Report is required to be filed.

(b) Pro Forma Financial Information.

The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report no later than 71 calendar days after the date on which this Current Report is required to be filed.

(d) Exhibits.


Exhibit No.						Description

2.1*						Membership Interest Purchase Agreement, dated December 4, 2025, by and among ITT Inc., LSF11 Redwood Parent, L.P., LSF11 Redwood TopCo LLC and ITT Industries Holdings, Inc. (incorporated by reference to Exhibit 2.1 of ITT Inc.’s Current Report on Form 8-K filed with the SEC on December 5, 2025).
10.1						Registration Rights Agreement, dated March 2, 2026, by and among ITT Inc. and LSF11 Redwood Parent, L.P.
99.1						Press Release, dated March 2, 2026.
104						Cover Page Interactive Data File (formatted as inline XBRL).

*						Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. ITT hereby undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that ITT may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act, for any exhibits or schedules so furnished.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	ITT Inc.
	(Registrant)

March 2, 2026	By:	/s/ Lori B. Marino
		Name:	Lori B. Marino
		Title:	Senior Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary
			(Authorized Officer of Registrant)

Exhibit 99.1

Media: Investors:

Phil Terrigno Carleen Salvage
+1 914-641-2143 +1 914-304-1630

phil.terrigno@itt.com carleen.salvage@itt.com

ITT Completes Acquisition of SPX FLOW

STAMFORD, Conn., March 2, 2026 – ITT Inc. (NYSE: ITT) today announced the closing of its acquisition of SPX FLOW, Inc. (“SPX FLOW”), a leading provider of highly engineered equipment and process technologies serving industrial, chemical, energy, nutrition and health and personal care markets. In December 2025, ITT announced it had entered into a definitive agreement to purchase SPX FLOW for a total consideration of $4.775 billion, funded through a combination of cash and equity.

SPX FLOW is a global leader in highly engineered process technologies that enable critical production operations, providing advanced solutions for mixing, blending, fluid handling, separation and thermal transfer. Its portfolio includes premier brands and equipment designed to improve process efficiency, product quality and operational performance for customers worldwide. SPX FLOW’s employees bring deep engineering expertise and customer intimacy that support long‑standing blue‑chip relationships and drive recurring aftermarket value across a large installed base. SPX FLOW delivered a strong 2025 with revenue of more than $1.3 billion and organic orders growth of 14%, in line with ITT’s expectations. This performance reflects solid execution and a healthy underlying business environment with strong momentum into 2026.

“Today marks an exciting milestone as we welcome 3,900 new ITTers to our company. With the addition of SPX FLOW’s leading technologies, strong brands and deep engineering expertise, Engineered for Life becomes even more meaningful for ITT. This acquisition is an acceleration towards our 2030 long-term strategic goal of enterprise portfolio transformation, four years ahead of plan. Today, ITT’s portfolio is more resilient and increasingly concentrated in higher‑growth, higher‑margin businesses. The combination of SPX FLOW and ITT’s Industrial Process business creates a robust, global flow technologies platform positioned for sustained, long-term profitable growth. Together, we will leverage our complementary strengths and ITT’s relentless focus on customers, on continuous improvement and differentiation in execution and innovation. This is a defining moment for ITT and for our new Flow Technologies platform, and it will create significant value for our customers, our employees and our shareholders,” said Luca Savi, ITT’s Chief Executive Officer and President.

ITT’s Industrial Process (IP) segment, a global leader in centrifugal and twin‑screw pumps, engineered valves and aftermarket services, is being renamed Flow Technologies, effective today. SPX FLOW is now a part of Flow Technologies, which is led by Bartek Makowiecki, Senior Vice President, Chief Strategy Officer and President, Flow Technologies.

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. For more information, visit www.itt.com.

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 expected benefits of the acquisition of SPX FLOW, including the ability to leverage the strengths of the combined businesses and expectations regarding organic growth, margin expansion and value creation for our customers, people and shareholders. 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.”

Source: View Original Filing on SEC EDGAR

FAQ

What did ITT (ITT) announce regarding the SPX FLOW acquisition?

ITT announced it has closed its acquisition of SPX FLOW, Inc., buying 100% of the target’s membership interests. The deal adds a major flow technologies business serving industrial, chemical, energy, nutrition and health markets to ITT’s portfolio.

How much did ITT pay to acquire SPX FLOW and in what form?

ITT agreed to total consideration of $4.775 billion to acquire SPX FLOW. The purchase is being funded with $4.075 billion in cash plus 3,839,824 shares of ITT common stock, subject to a net working capital adjustment under the purchase agreement.

What are SPX FLOW’s recent financial results mentioned by ITT?

SPX FLOW delivered 2025 revenue of more than $1.3 billion with organic orders growth of 14%. ITT states this performance aligns with its expectations and reflects solid execution and a healthy business environment with momentum heading into 2026.

How will ITT integrate SPX FLOW into its business structure?

SPX FLOW is being combined into ITT’s renamed Flow Technologies segment, formerly Industrial Process. This platform will include SPX FLOW’s process technologies and ITT’s existing pumps, valves and aftermarket services under unified leadership focused on long-term profitable growth.

What registration rights did ITT grant to the SPX FLOW seller?

ITT entered a Registration Rights Agreement granting the seller demand, piggy-back and shelf registration rights for the stock consideration. ITT must file a shelf registration statement for these shares within 90 days, and the seller can request one underwritten offering.

Will ITT provide SPX FLOW historical and pro forma financial statements?

Yes. ITT plans to file SPX FLOW’s required financial statements and related pro forma financial information by amendment. These filings are expected within 71 calendar days of when the current report was required, giving investors a clearer view of the combined company.

Filing Exhibits & Attachments

6 documents

Press Releases

EX-99.1 EX-99.1 10.1 KB

Agreements & Contracts

EX-10.1 EX-10.1 92.2 KB

ITT (NYSE: ITT) closes $4.775B SPX FLOW deal, forms Flow Technologies platform