Every material Form 8-K ITT filed with the SEC in 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
ITT Inc. sold 7,000,000 shares of common stock at $167.00 per share in an underwritten offering priced December 9, 2025, and the closing occurred December 10, 2025. The underwriters exercised in full their option to buy 1,050,000 more shares, and the 8-K gives net proceeds of approximately $1.31 billion. The company intends to use the proceeds to fund part of its previously announced acquisition of the business of SPX FLOW, Inc.; if that acquisition is not completed, the proceeds will go to general corporate purposes.
Offering: 7,000,000 shares at $167.00 per share, with an additional 1,050,000-share option exercised in full on December 9, 2025
Net proceeds of approximately $1.31 billion per the 8-K; the December 9, 2025 pricing release had estimated approximately $1.14 billion
Proceeds intended to fund part of the SPX FLOW, Inc. acquisition; Goldman Sachs & Co. LLC and UBS Securities LLC are also financial advisors on that acquisition
Offering closed December 10, 2025, under an automatic shelf registration on Form S-3ASR
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.
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
ITT reported third-quarter 2025 revenue of $999 million, up 12.9% (6.1% organic), and adjusted EPS of $1.78, up 21.1%. GAAP EPS of $1.62 fell 17.8% because the prior-year quarter included a gain on the sale of Wolverine Advanced Materials, and the company raised its full-year 2025 revenue, EPS and free cash flow outlook.
Q3 revenue $999 million, up 12.9% (6.1% organic) versus Q3 2024
GAAP diluted EPS $1.62 versus $1.97; adjusted EPS $1.78 versus $1.47, up 21.1%
2025 EPS guidance raised to $6.16 to $6.22 GAAP and $6.62 to $6.68 adjusted; free cash flow expected at $500 million
Quarterly dividend of $0.351 per share, payable December 31, 2025 to holders of record as of December 1, 2025
ITT reported second-quarter 2025 revenue of $972.4 million, up 7.3% from a year earlier, and diluted EPS of $1.52, up 4.8%. The company raised its full-year 2025 revenue and EPS guidance, citing year-to-date performance and a more stable demand outlook for the second half.
Q2 revenue of $972.4 million rose 7.3% (4.3% organic) versus the prior year quarter.
Q2 diluted EPS was $1.52, up 4.8%; adjusted EPS was $1.64, up 10.1%.
2025 guidance: revenue growth of 5% to 7%, EPS of $5.95 to $6.15, and adjusted EPS of $6.35 to $6.55.
Quarterly dividend of $0.351 per share is payable September 29, 2025 to holders of record on September 2, 2025.
ITT Inc. elected former Veritiv CEO Mary Laschinger to its board, effective after the May 21, 2025 annual meeting, and increased the board to eleven directors. At the same meeting, shareholders elected the ten nominees and approved the 2024 compensation of the named executive officers on an advisory basis, so the filing mainly records board composition changes.
Mary Laschinger was elected to the board on May 20, 2025, effective after the May 21, 2025 annual meeting, and appointed to the Compensation and Human Capital Committee effective May 21, 2025.
The board increased its size to eleven directors.
Ten nominees were elected at the May 21, 2025 annual meeting, with shares represented about 95.46% of those entitled to vote.
Advisory say-on-pay vote: 66,960,362 shares for and 7,081,678 shares against.
ITT reported first-quarter 2025 revenue of $913 million, flat year over year, and GAAP EPS of $1.33, down 1.5% from $1.35, while adjusted EPS rose 2.1% to $1.45. The company updated its full-year 2025 GAAP guidance to EPS of $5.80 to $6.20 and left its adjusted guidance unchanged, with adjusted EPS still expected at $6.10 to $6.50.
Q1 2025 revenue was $913.0 million, compared with $910.6 million in Q1 2024, a 0.3% change.
Operating income was $150.9 million, up 0.7%; adjusted operating income was $159.3 million, up 2.3%.
Net cash from operating activities was $113.4 million; free cash flow was $76.6 million.
The quarterly dividend is $0.351 per share, payable June 30, 2025, to holders of record on June 2, 2025.
ITT Inc. released preliminary, unaudited first-quarter 2025 results for the quarter ended March 29, 2025, reporting orders of $1.0 billion, up 7% (2% organic), and revenue of more than $900 million, flat on a GAAP and organic basis. The company also said it intends to repurchase up to an additional $500 million of its shares, and the results remain subject to quarter-end closing and review.
Preliminary EPS of $1.29 to $1.35 and adjusted EPS of $1.43 to $1.45; the filing does not give prior-year EPS for comparison
Orders of $1.0 billion, up 7% reported and 2% organic, driven by pump project and connectors awards
Operating margin of 16.5% and adjusted operating margin of 17.4%, impacted by unfavorable foreign currency
Intends to repurchase up to $500 million of shares; $875 million of authorization remained as of March 29, 2025. Full-year outlook to be discussed on a May 1, 2025 conference call
ITT reported fourth-quarter 2024 revenue of $929.0 million, up 12%, and diluted EPS of $1.55, up 38% from a year earlier, with adjusted EPS of $1.50, up 12%. For full-year 2024, revenue rose 11% to $3,630.7 million and diluted EPS was $6.30, up 27%, and the company set 2025 EPS guidance of $6.05 to $6.45 and raised its quarterly dividend 10% to $0.351 per share.
Q4 2024 revenue $929.0 million, up 12% (6% organic); operating income $159.9 million, up 35%
Q4 2024 diluted EPS $1.55 vs. $1.12; adjusted EPS $1.50, up 12%
Full-year 2024 diluted EPS $6.30 vs. $4.97; adjusted EPS $5.86 vs. $5.21
Quarterly dividend raised to $0.351 per share, payable March 31, 2025 to holders of record on March 6, 2025
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every ITT filing is on SEC EDGAR ↗. 8-K briefs of other companies →