ITT (NYSE: ITT) plans $4.775B SPX FLOW parent acquisition with new debt and equity

Rhea-AI Filing Summary

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.

Positive

• Transformative acquisition: ITT agrees to acquire SPX FLOW’s parent for an aggregate $4.775 billion in cash and stock, significantly expanding its engineered equipment and process technologies footprint.

Negative

• Leverage and financing risk: The cash portion of $4.075 billion is backed by new debt commitments, including a $2.875 billion term facility and a $1.200 billion bridge loan, increasing balance‑sheet risk until long‑term financing is finalized.
• Share overhang potential: The seller will receive 3,839,824 unregistered ITT shares with registration rights after a six‑month lock‑up, creating the possibility of future secondary share sales.

Insights

Equity and M&A analyst

ITT pursues a large, debt‑supported acquisition of SPX FLOW’s parent with added equity and a planned board leadership transition.

ITT Inc. has agreed to acquire the parent of SPX FLOW, Inc. for an enterprise value of $4.775 billion, structured as $4.075 billion in cash plus 3,839,824 ITT shares. The target provides engineered equipment and process technologies for industrial, health, and nutrition markets, suggesting ITT is expanding deeper into adjacent process‑technology end markets via a sizable transaction subject to regulatory approvals, including under the Hart‑Scott‑Rodino Act.

To fund the cash portion and related fees, ITT obtained debt commitments from U.S. Bank for a $2.875 billion term facility and a $1.200 billion bridge facility. This means leverage will likely rise, with eventual funding mix depending on how much of the bridge is drawn or refinanced. The seller will receive unregistered ITT shares in a private placement under Section 4(a)(2), with a six‑month lock‑up and subsequent registration rights, which could add secondary share overhang once resale begins.

Governance is also evolving: Nazzic S. Keene is designated to become non‑executive chair after her election at the 2026 annual meeting, while current chair Timothy H. Powers plans to retire at that time. This pre‑announced succession aims to provide continuity as ITT integrates a large acquisition and manages the new capital structure, with future disclosures likely detailing integration progress and final financing terms after closing.

8-K Event Classification

6 items: 1.01, 3.02, 5.02, 7.01, 8.01, 9.01

6 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

false 0000216228 0000216228 2025-12-03 2025-12-03

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 3, 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.

Purchase Agreement

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., 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, debt-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.

The Purchase Agreement contains representations, warranties, and covenants related to the Acquisition that are customary for a transaction of this nature, including customary operating restrictions on the conduct of the business of the Target and cooperation provisions that apply until the completion of the Acquisition or termination of the Purchase Agreement.

The completion of the Acquisition is subject to and dependent upon customary closing conditions, including the receipt of certain U.S. and foreign governmental and regulatory approvals, including receipt of requisite approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

The Purchase Agreement includes customary termination provisions for the parties, including if, subject to certain exceptions: (a) the closing of the Acquisition has not occurred on or prior to September 4, 2026, or (b) the other party has breached its representations, warranties or covenants in the Purchase Agreement and such breach would cause certain conditions in the Purchase Agreement not to be satisfied, subject to certain negotiated cure periods.

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.

The Purchase Agreement has been included in this Current Report on Form 8-K to provide investors with information regarding its terms and conditions. It is not intended to provide any other factual information about ITT, the Buyer, the Seller or the Target, their respective subsidiaries or affiliates, their respective businesses, or the actual conduct of their respective businesses during the period prior to the consummation of the transactions contemplated by the Purchase Agreement. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of that agreement and as of specific dates therein, were solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Purchase Agreement and should not consider or rely on the representations, warranties, covenants, or any descriptions thereof as characterizations of the actual state of facts or condition of ITT, the Buyer, the Seller or the Target or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in ITT’s public disclosures.

Registration Rights Agreement

Pursuant to the Purchase Agreement, at closing of the Acquisition, ITT will enter into a Registration Rights Agreement (the “Registration Rights Agreement”), with the Seller, pursuant to which ITT will grant the Seller certain demand, “piggy-back” and shelf registration rights with respect to the Stock Consideration, subject to certain customary thresholds and conditions. ITT will agree to pay certain expenses of the Seller incurred in connection with the exercise of its rights under the Registration Rights Agreement and indemnify the Seller for certain securities law matters in connection with any registration statement filed pursuant thereto.

Item 3.02 Unregistered Sale of Equity Securities.

The Stock Consideration to be issued to the Seller pursuant to the Purchase Agreement as described in Item 1.01 of this Current Report on Form 8-K, which description is incorporated by reference into this Item 3.02, will consist of unregistered shares of common stock of ITT. Such common stock will be issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Purchase Agreement, the Seller will not, subject to customary exceptions, sell, pledge, or otherwise dispose of all or any portion of such Stock Consideration for the six months following the closing of the Acquisition and the issuance of the Stock Consideration.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 3, 2025, ITT’s Board of Directors (the “Board”) appointed Nazzic S. Keene to serve as the non-executive Chair of the Board, effective upon her election to the Board at ITT’s 2026 Annual Meeting of Shareholders. Ms. Keene has served on the Board since October 2023. The current non-executive Chair of the Board, Mr. Timothy H. Powers, will continue to serve as the non-executive Chair until such time. Mr. Powers will not stand for reelection to the Board at the 2026 Annual Meeting of Shareholders. The appointment of Ms. Keene to serve as the next non-executive Chair of ITT was made to ensure a smooth transition in anticipation of Mr. Powers’ retirement.

On December 3, 2025, ITT issued a press release announcing the appointment of Ms. Keene as non-executive Chair of the Board, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On December 5, 2025, ITT issued a press release announcing the entry into the Purchase Agreement and the Debt Commitments (as defined below). A copy of the press release is furnished herewith as Exhibit 99.2.

On December 5, 2025, ITT will hold a webcast to discuss, among other things, the announcement of the entry into the Purchase Agreement and certain other information. A copy of the slide presentation for such webcast is furnished as Exhibit 99.3 and is incorporated herein by reference.

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.2 and 99.3 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 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 8.01 Other Events.

Debt Commitments

On December 4, 2025, ITT entered into (i) a commitment letter with U.S. Bank, National Association (“USB”) for a term loan facility (the “Term Facility Commitment Letter”) in an aggregate principal amount of $2.875 billion and (ii) a commitment letter with USB for a bridge loan facility (the “Bridge Facility Commitment Letter” and, together with the Term Facility Commitment Letter, the “Commitment Letters”) in an aggregate principal amount of $1.200 billion (together, the “Debt Commitments”). Proceeds of the facilities contemplated by the Commitment Letters may be used, together with other available funds, to fund the Cash Consideration and pay fees and expenses in connection with the Acquisition. The availability of the facilities contemplated by the Commitment Letters is subject to customary conditions precedent for financings transactions of this type, including consummation of the Acquisition, negotiation of definitive financing documents, payment of certain fees and expenses and repayment of certain existing indebtedness of the Target.

Item 9.01 Financial Statements and Exhibits.

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.
99.1		Press Release, dated December 3, 2025.
99.2		Press Release, dated December 5, 2025.
99.3		Investor Presentation.
104		The cover page from this Current Report on Form 8-K, formatted in 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)
December 5, 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 major transaction did ITT (ITT) announce in this 8-K?

ITT Inc. agreed to acquire LSF11 Redwood TopCo LLC, the parent of SPX FLOW, Inc., for an aggregate purchase price of $4.775 billion on a cash‑free, debt‑free basis, combining cash and ITT common stock.

How is the ITT (ITT) SPX FLOW parent acquisition structured financially?

The purchase price totals $4.775 billion, expected to include $4.075 billion in cash and 3,839,824 shares of ITT common stock, subject to a net working capital adjustment and customary closing conditions.

How will ITT (ITT) finance the cash portion of the SPX FLOW parent acquisition?

ITT obtained debt commitments from U.S. Bank for a $2.875 billion term loan facility and a $1.200 billion bridge loan facility, whose proceeds may be used, with other funds, to pay the cash consideration and related fees.

What registration and lock-up terms apply to the ITT (ITT) stock issued in the deal?

The 3,839,824 ITT shares will be issued privately under Section 4(a)(2). At closing, ITT will grant the seller demand, piggy‑back, and shelf registration rights, and the seller generally cannot sell or dispose of the shares for six months after closing.

What regulatory approvals are required for ITT’s (ITT) planned acquisition?

Closing is subject to customary conditions, including receipt of certain U.S. and foreign governmental and regulatory approvals, such as requisite approval under the Hart‑Scott‑Rodino Antitrust Improvements Act of 1976, as amended.

What board leadership change did ITT (ITT) disclose?

ITT’s board appointed Nazzic S. Keene to serve as non‑executive chair effective upon her election at the 2026 Annual Meeting of Shareholders, succeeding Timothy H. Powers, who will not stand for reelection and plans to retire.

What investor communications is ITT (ITT) providing about the acquisition?

ITT issued a press release on December 5, 2025 announcing the Purchase Agreement and related debt commitments and is holding a webcast supported by an investor slide presentation to discuss the transaction and related information.