[8-K] SPX Technologies, Inc. Reports Material Event

Rhea-AI Filing Summary

SPX Technologies, Inc. (SPXC) filed an 8-K disclosing that it submitted three exhibits related to a securities transaction: an Underwriting Agreement with a syndicate led by BofA Securities, J.P. Morgan Securities and Wells Fargo Securities; a legal opinion from Latham & Watkins LLP; and Latham & Watkins LLP's consent (included in the opinion exhibit). The filing identifies the company's principal executive office in Charlotte, North Carolina, and confirms the company's common stock trades on the New York Stock Exchange under the ticker SPXC. The disclosure is limited to the exhibits listed and does not include offering terms, proceeds, or financial results.

Insights

Corporate Securities Attorney

TL;DR: The 8-K primarily files transactional exhibits: underwriting agreement, legal opinion, and counsel consent, indicating formal legal support for an offering.

This filing is procedural: it attaches key documents required for a securities distribution. The presence of an underwriting agreement indicates an underwritten offering process, and the legal opinion and consent are standard counsel deliverables confirming legal matters for the offering. The filing does not include the underwriting terms, registration statement references, or risk disclosures, so legal assessment is limited to acknowledging that required counsel materials were furnished.

Equity Capital Markets Analyst

TL;DR: Exhibits show SPX has engaged underwriters and external counsel, but the filing omits financial terms and impact on capitalization.

From a capital markets perspective, listing an underwriting agreement suggests SPX is proceeding with a marketed securities transaction. However, without pricing, share count, use of proceeds, or timing, the filing does not allow assessment of dilution, expected proceeds, or market impact. This is a routine disclosure of transaction documentation rather than a substantive economic update.

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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 (Date of earliest event reported): August 12, 2025

SPX TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-06948	88-3567996
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
6325 Ardrey Kell Road, Suite 400, Charlotte, North Carolina (Address of Principal Executive Officer)		28277 (Zip Code)

Registrant’s Telephone Number, Including Area Code: 980 474-3700

N/A

(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)

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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))

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01	SPXC	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 8.01. Other Events.

On August 12, 2025, SPX Technologies, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”) in connection with the offering, issuance and sale by the Company of 2,659,575 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), at an offering price of $188.00 per share (the “Offering”). The Offering closed on August 14, 2025. In addition, the Company has granted the Underwriters a 30-day option to purchase up to an additional 398,936 shares of its Common Stock.

The Offering was made pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333- 289489) and a related prospectus supplement and accompanying prospectus filed with the Securities and Exchange Commission (the “SEC”).

The gross proceeds to the Company from the Offering, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, were approximately $500.0 million.

The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Latham & Watkins LLP, counsel to the Company, has issued an opinion regarding the validity of the shares of Common Stock offered and sold in the Offering.  A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated August 12, 2025, by and among the Company and BofA Securities, Inc., J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.
5.1		Opinion of Latham & Watkins LLP.
23.1		Consent of Latham & Watkins LLP (included in Exhibit 5.1).
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.

	SPX TECHNOLOGIES, INC.
Date: August 14, 2025	By:	/S/ MARK A. CARANO
		Mark A. Carano
		Vice President, Chief Financial Officer and Treasurer