ITT Inc. Files 8-K for Material Definitive Agreement

TL;DR

ITT Inc. signed a big deal, filing an 8-K on Dec 8, 2025.

AI Summary

On December 8, 2025, ITT Inc. entered into a material definitive agreement. The filing also includes a Regulation FD Disclosure and financial statements and exhibits. The company's principal executive offices are located at 100 Washington Boulevard, 6th Floor, Stamford, CT 06902.

Why It Matters

This filing indicates a significant new agreement for ITT Inc., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's financial health and stock performance.

Key Players & Entities

• ITT INC. (company) — Filer
• 100 Washington Boulevard 6th Floor Stamford , CT 06902 (location) — Principal executive offices
• December 8, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $1 — ch registered Common Stock, par value $1 per share ITT New York Stock Exchange
• $1.00 — f the Company's common stock, par value $1.00 per share ("Common Stock"), at a public
• $167.00 — Stock"), at a public offering price of $167.00 per share (the "Offering"). In connecti
• $1.31 b — ds from the Offering were approximately $1.31 billion, after deducting underwriting dis

Filing Documents

• itt-20251208.htm (8-K) — 41KB
• exhibit11-underwritingagre.htm (EX-1.1) — 217KB
• exhibit51-legalityopinion.htm (EX-5.1) — 16KB
• exhibit991-projectsaffrone.htm (EX-99.1) — 12KB
• exhibit992-projectsaffrone.htm (EX-99.2) — 13KB
• image.jpg (GRAPHIC) — 8KB
• image_0.jpg (GRAPHIC) — 10KB
• image_1.jpg (GRAPHIC) — 3KB
• image_2.jpg (GRAPHIC) — 3KB
• 0000216228-25-000067.txt ( ) — 543KB
• itt-20251208.xsd (EX-101.SCH) — 2KB
• itt-20251208_def.xml (EX-101.DEF) — 15KB
• itt-20251208_lab.xml (EX-101.LAB) — 26KB
• itt-20251208_pre.xml (EX-101.PRE) — 15KB
• itt-20251208_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 8, 2025, ITTInc. (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.

01 Regulation FD Disclosure

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.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated December 8, 2025, by and among ITTInc., 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 Exhibit5.1). 99.1 Press release issued by ITTInc., dated December 8, 2025. 99.2 Press release issued by ITTInc., dated December 9, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document).

SIGNATURES

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)

View Full Filing

View this 8-K filing on SEC EDGAR