ITT Sets Price for Underwritten Public Offering of Common Stock

ITT Inc. announced a public offering of 7 million shares at $167 each, with a 30‑day option for an additional 1.05 million shares, expecting net proceeds of about $1.14 billion. Proceeds will largely fund the planned acquisition of SPX FLOW, Inc., with surplus allocated to general corporate purposes, debt reduction, and strategic investments. Lead underwriters include Goldman Sachs and UBS, supported by multiple other banks. The offering, filed under ITT’s automatic shelf registration, reflects investor confidence in the company’s growth and the strategic synergy of the SPX FLOW acquisition.

Stamford, Conn. – (BUSINESS WIRE) – December 9 2025 – ITT Inc. (NYSE: ITT) announced the pricing of its underwritten public offering of 7 million shares of common stock at $167.00 per share. The underwriters received a 30‑day option to purchase up to an additional 1.05 million shares at the same price. The transaction is expected to close on December 10 2025, subject to customary closing conditions.

The company estimates net proceeds of approximately $1.14 billion after underwriting discounts, commissions and estimated offering expenses. ITT plans to allocate the proceeds to fund a significant portion of its previously announced acquisition of SPX FLOW, Inc. If the acquisition does not materialize, the funds will be directed toward general corporate purposes, including debt reduction and strategic investments.

Goldman Sachs & Co. LLC and UBS Investment Bank serve as lead book‑running managers, with Barclays acting as an additional book‑running manager. BTIG, BofA Securities, ING, BNP Paribas, Wells Fargo Securities, COMMERZBANK and IMI‑Intesa Sanpaolo are also participating as bookrunners, while Baird, D.A. Davidson & Co., KeyBanc Capital Markets, Stifel and Wolfe Nomura Alliance act as co‑managers.

The offering is being made under ITT’s automatic shelf registration statement on Form S‑3ASR filed on November 1 2024 with the U.S. Securities and Exchange Commission. The preliminary prospectus supplement and base prospectus have been filed with the SEC and are available on the SEC’s website.

While this press release is not an offer to sell or a solicitation to buy ITT’s securities, the shares may be offered only where such transactions are lawful under applicable securities laws.

About ITT

ITT is a diversified manufacturer of highly engineered critical components and customized technology solutions serving the transportation, industrial and energy markets. Leveraging a legacy of innovation, ITT partners with customers to deliver durable solutions that underpin modern infrastructure. Headquartered in Stamford, Connecticut, ITT operates in more than 35 countries and sells its products in approximately 125 markets worldwide.

Strategic and Market Context

The $167 per‑share pricing represents a modest premium to ITT’s closing price on the day before the announcement, reflecting investor confidence in the company’s growth trajectory and the strategic fit of the SPX FLOW acquisition. SPX FLOW specializes in flow control and measurement technologies, complementing ITT’s existing portfolio and expanding its footprint in high‑margin segments such as semiconductor processing and advanced manufacturing.

Analysts anticipate that the combined entity will benefit from cross‑selling opportunities, enhanced R&D capabilities, and a broader geographic presence. The infusion of $1.14 billion of capital will enable ITT to accelerate integration, invest in next‑generation engineering platforms, and strengthen its balance sheet—potentially improving credit metrics and reducing financing costs.

From a broader industry perspective, the industrial technology sector is experiencing a resurgence driven by increased demand for automation, energy efficiency, and resilience in supply chains. Companies that can deliver integrated, high‑performance solutions are positioned to capture market share as manufacturers worldwide upgrade legacy equipment and adopt digital twins, predictive maintenance, and IoT‑enabled systems.

ITT’s capital raise also signals confidence in its ability to navigate macro‑economic headwinds, including fluctuating commodity prices and geopolitical uncertainties. By securing a substantial cash buffer, ITT is better equipped to withstand short‑term market volatility while pursuing long‑term strategic initiatives.

Forward‑Looking Statements

This release contains forward‑looking statements that are subject to risks and uncertainties, including market conditions, acquisition outcomes, and integration challenges. Actual results may differ materially from those projected. Readers are encouraged to consult ITT’s filings with the SEC, including its Form 10‑K and Form 10‑Q reports, for a detailed discussion of risk factors.

Source: ITT Inc.

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