ITT Inc. (NYSE: ITT) prices $1.31B equity offering for SPX FLOW acquisition

Rhea-AI Filing Summary

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.

Positive

• Raised approximately $1.31 billion in net proceeds, providing substantial funding capacity for the planned SPX FLOW business acquisition.
• Underwriters fully exercised the 1,050,000‑share option, indicating sufficient market demand for the offering at the $167.00 per share price.

Negative

• Issuance of 8,050,000 new common shares represents a meaningful equity dilution for existing shareholders, even though it funds strategic objectives.

Insights

Equity capital markets analyst

ITT raises about $1.31B in equity to support its SPX FLOW acquisition.

ITT Inc. entered into an underwriting agreement with Goldman Sachs & Co. LLC and UBS Securities LLC to issue 7,000,000 common shares at $167.00 per share, plus 1,050,000 additional shares via a fully exercised underwriters’ option. This is a sizeable primary equity raise, with net proceeds of about $1.31B, indicating a meaningful expansion of the share base.

The company states that it intends to use the proceeds to fund a portion of the purchase price of the previously announced acquisition of the SPX FLOW business. If that transaction is not completed, the funds are earmarked for general corporate purposes, giving ITT flexibility in how it deploys the capital. The use of an automatic shelf registration and standard indemnification and covenants suggests a conventional large‑cap equity offering structure.

For investors, the trade‑off is between dilution from issuing over 8 million new shares and the strategic rationale of the SPX FLOW acquisition the cash is meant to support. The pricing and closing of the offering, along with the full exercise of the underwriters’ option, show that there was sufficient demand at the chosen terms, while the ultimate impact will depend on how effectively ITT integrates and manages the acquired business once the deal is completed.

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 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: December 8, 2025

(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. ☐ 

Item 1.01 Entry into a Material Definitive Agreement.

On December 8, 2025, ITT Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC and UBS Securities LLC, as representatives of the several underwriters named in Schedule I thereto (the “Underwriters”), pursuant to which the Company agreed to sell 7,000,000 shares of the Company’s common stock, par value $1.00 per share (“Common Stock”), at a public offering price of $167.00 per share (the “Offering”). In connection with the Offering, the Company granted the Underwriters an option to purchase up to an additional 1,050,000 shares of Common Stock, which was exercised in full on December 9, 2025.

Net proceeds from the Offering were approximately $1.31 billion, after deducting underwriting discounts and commissions and other offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering to fund a portion of the purchase price of the previously announced acquisition of the business of SPX FLOW, Inc. (the “Acquisition”); however, if the Acquisition is not consummated, the Company intends to use the net proceeds from the Offering for general corporate purposes. The Offering closed on December 10, 2025.

The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides that the Company will indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Certain of the Underwriters and their respective affiliates have provided, and may in the future provide, various financial advisory and investment banking services for the Company for which they have received or will receive customary fees and expenses. Goldman Sachs & Co. LLC and UBS Securities LLC are acting as financial advisors to the Company in connection with the Acquisition for which they will each receive a customary fee.

The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3ASR (File No. 333-282956) (the “Registration Statement”), as supplemented by a preliminary prospectus supplement, filed with the Securities and Exchange Commission (“SEC”) on December 8, 2025, and a final prospectus supplement, dated December 8, 2025, filed with the SEC on December 10, 2025.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the complete text of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 and incorporated herein by reference.

In connection with the Offering, the legal opinion as to the legality of the Common Stock sold in the Offering is being filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein and into the Registration Statement by reference.

Item 7.01 Regulation FD Disclosure.

On December 8, 2025, the Company issued a press release announcing the proposed Offering. A copy of the press release is furnished herewith as Exhibit 99.1.

On December 9, 2025, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is furnished herewith as Exhibit 99.2.

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 hereto, is being furnished to 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 that section. This information shall not be deemed to 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.

(d) Exhibits.

Exhibit No.						Description
1.1						Underwriting Agreement, dated December 8, 2025, by and among ITT Inc., Goldman Sachs & Co. LLC and UBS Securities LLC, as representatives of the several underwriters named in Schedule I thereto.
5.1						Opinion of Barnes & Thornburg LLP.
23.1						Consent of Barnes & Thornburg LLP (included in Exhibit 5.1).
99.1						Press release issued by ITT Inc., dated December 8, 2025.
99.2						Press release issued by ITT Inc., dated December 9, 2025.
104						Cover Page Interactive Data File (embedded within the Inline XBRL Document).

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)
December 10, 2025			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)

FAQ

What did ITT (ITT) announce in this Form 8-K?

ITT Inc. announced that it entered into an underwriting agreement and completed a public offering of common stock, including an underwriters’ option that was fully exercised, to raise capital.

How much capital did ITT (ITT) raise in the stock offering?

Net proceeds from the ITT Inc. common stock offering were approximately $1.31 billion after underwriting discounts, commissions and other offering expenses.

How many ITT (ITT) shares were sold and at what price?

ITT Inc. sold 7,000,000 shares of common stock at a public offering price of $167.00 per share, and the underwriters exercised in full an option to purchase an additional 1,050,000 shares.

What will ITT (ITT) use the offering proceeds for?

ITT Inc. intends to use the net proceeds primarily to fund a portion of the purchase price of its previously announced acquisition of the SPX FLOW business, or for general corporate purposes if that acquisition is not completed.

Which banks underwrote the ITT (ITT) offering?

Goldman Sachs & Co. LLC and UBS Securities LLC acted as representatives of the underwriters for the ITT Inc. offering and are also serving as financial advisors to ITT on the SPX FLOW acquisition.

Under what registration statement was the ITT (ITT) offering made?

The ITT Inc. offering was made pursuant to its effective automatic shelf registration statement on Form S‑3ASR, file number 333-282956, and related prospectus supplements.