ITT Inc. Form 8-K Summary: Acquisition of SPX FLOW
Business Context and Reporting Period
On March 2, 2026, ITT Inc. (the "Company") consummated the acquisition of 100% of the membership interests of LSF11 Redwood TopCo LLC, the parent company of SPX FLOW, Inc. ("SPX FLOW"). SPX FLOW is a provider of engineered equipment and process technologies serving industrial, health, and nutrition markets. This filing reports the closing of the transaction originally agreed upon on December 4, 2025.
Key Financial Metrics and Transaction Details
- Aggregate Purchase Price: $4.775 billion (subject to net working capital adjustment).
- Consideration Structure:
- Cash Consideration: $4.075 billion.
- Stock Consideration: 3,839,824 shares of ITT common stock.
- Net Merger Consideration (Post-Adjustment): Approximately $3.0 billion, comprised of approximately $2.3 billion in cash and $0.7 billion in ITT common stock.
- Financial Statements: The filing does not provide specific revenue, profit, cash flow, or margin data for ITT or SPX FLOW within the text of this report. Such data is referenced in a press release (Exhibit 99.1) but is not "filed" for liability purposes under Section 18 of the Exchange Act.
Material Changes and Agreements
The primary material change is the addition of SPX FLOW as a wholly-owned subsidiary of ITT. Concurrent with the closing, ITT entered into a Registration Rights Agreement with the Seller (LSF11 Redwood Parent, L.P.). Under this agreement:
- ITT granted the Seller demand, "piggy-back," and shelf registration rights regarding the Stock Consideration.
- ITT is required to file a shelf registration statement for the Stock Consideration no later than 90 days after the closing date.
- The Seller has the right to request one underwritten offering.
- ITT will pay certain expenses and provide indemnification related to securities law matters for the registration.
Outlook, Risks, and Unusual Items
The filing does not contain specific management guidance, outlook, or risk factors beyond the standard disclosures regarding the pending financial statements. The Company noted that the financial statements of the acquired business and pro forma financial information will be filed by amendment no later than 71 calendar days after the filing date. The transaction was executed on a cash-free basis.
Key Facts for Investor Verification
- Verify the final net working capital adjustment to confirm the exact cash and stock consideration paid versus the initial $4.775 billion estimate.
- Review the press release (Exhibit 99.1) for SPX FLOW's fiscal year 2025 results, noting that this data is furnished but not "filed" for liability purposes.
- Monitor the upcoming filing (within 71 days) for the required financial statements of the acquired business and pro forma financial information to assess the combined entity's financial position.
- Confirm the impact of the 3.8 million shares of ITT stock issued on existing shareholder dilution.