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AI brief of an SEC Form 8-K · ITT (ITT)

ITT to buy SPX FLOW for $4.775 billion in cash and ITT stock

Mixed Impact 5 of 5 m&a Written later

ITT agreed on December 4, 2025 to acquire SPX FLOW from Lone Star funds for an aggregate $4.775 billion, consisting of $4.075 billion in cash and 3,839,824 shares of ITT common stock, subject to a working capital adjustment. ITT also secured $4.075 billion in debt commitments from U.S. Bank to help fund the cash portion, and the company expects the deal to close by the end of the first quarter of 2026. Shareholders face both the cash and debt cost and the share issuance, with the company citing an $80 million cost synergy target by the end of year three.

Key points

  • Cash consideration of $4.075 billion plus 3,839,824 ITT shares; the purchase price is subject to a net working capital adjustment
  • Debt commitments from U.S. Bank: $2.875 billion term loan facility and $1.200 billion bridge loan facility
  • Expected close by the end of Q1 2026; the purchase agreement can be terminated if closing has not occurred by September 4, 2026
  • Board appointed Nazzic S. Keene as non-executive Chair, effective upon her election at the 2026 Annual Meeting; Timothy H. Powers will not stand for reelection

The filing

CompanyITT (ITT)
Form8-K, current report
Filed with the SECDec 5, 2025, 6:35 AM ET
Accession number0001193125-25-308605

Items reported: 1.01 Material Definitive Agreement3.02 Unregistered Equity Sale5.02 Director / Officer Change7.01 Regulation FD Disclosure8.01 Other Events

Read the filing on SEC.gov ↗

Written by AI on Nov 8, 2026, 12:42 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on December 05, 2025.

Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.