ITT Announces Pricing of Underwritten Public Offering of Common Stock
December 9, 2025-- ITT Inc. (“ITT” or the “Company”) (NYSE: ITT) today announced the pricing of its underwritten public offering of 7,000,000 shares of its common stock at a public offering price of $167.00 per share. In connection with the offering, the Company also granted the underwriters a 30-day option to purchase up to an additional 1,050,000 shares of its common stock at the public offering price. The offering is expected to close on December 10, 2025, subject to customary closing conditions.
The Company estimates that the net proceeds from the offering will be approximately $1.14 billion after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the offering to fund a portion of the previously announced acquisition of the business of SPX FLOW, Inc. (the “Acquisition”). In the event that the Acquisition is not completed, the proceeds from the offering will be used for general corporate purposes.
Goldman Sachs & Co. LLC and UBS Investment Bank are acting as lead book-running managers with Barclays acting as a book-running manager. BTIG, BofA Securities, ING, BNP Paribas, Wells Fargo Securities, COMMERZBANK and IMI - Intesa Sanpaolo are acting as additional bookrunners for the offering. Baird, D.A. Davidson & Co., KeyBanc Capital Markets, Stifel and Wolfe | Nomura Alliance are acting as co-managers for the offering.
The offering is being made pursuant to the automatic shelf registration statement on Form S-3ASR filed by the Company on November 1, 2024 with the U.S. Securities and Exchange Commission (the “SEC”), which became effective upon filing. The preliminary prospectus supplement, and accompanying base prospectus, relating to the offering, have been filed with the SEC and are available on the SEC’s website at www.sec.gov. The final prospectus supplement, when available, will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement, and accompanying base prospectus, relating to the offering, and the final prospectus supplement, when available, may be obtained by sending a request to: Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, New York 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing Prospectus-ny@ny.email.gs.com; UBS Securities LLC, Attention: Prospectus Department, 11 Madison Avenue, New York, New York 10010, or by emailing ol-prospectus-request@ubs.com; or by accessing the SEC’s website at www.sec.gov.

