ITT INC. 8-K

What Happened

• On February 18, 2026, ITT Inc. entered into a credit agreement with U.S. Bank National Association as administrative agent, sole lead arranger and sole bookrunner. The agreement provides delayed draw term loan (DDTL) commitments totaling $2,875,000,000 to finance ITT’s previously announced acquisition of SPX FLOW, Inc. The DDTL commitments may be drawn on up to two occasions and expire on September 11, 2026 if undrawn. Loans drawn under the facility will mature two years after the first borrowing.

Key Details

• Facility amount: $2,875,000,000 in delayed-draw term loan commitments.
• Expiration and timing: DDTL commitments expire September 11, 2026; unused commitment fee of 0.10% per annum applies from May 3, 2026 until funding or termination.
• Pricing and maturity: Interest at Term SOFR + 1.00%–1.50% or alternate base rate + 0.00%–0.50%, with margins tied to ITT’s debt ratings; loans mature two years from first draw and are prepayable without penalty (subject to customary conditions).
• Covenants and obligations: Contains customary affirmative/negative covenants, a maximum net consolidated total indebtedness to consolidated adjusted EBITDA ratio of 3.50:1.00 (subject to temporary increases after certain acquisitions), and customary events of default. (Filed under Item 1.01; Item 2.03 notes creation of a direct financial obligation.)

Why It Matters

• This facility is the committed financing vehicle for ITT’s SPX FLOW acquisition, so its availability and terms are material to completing the deal.
• The two-year maturity and leverage covenant (3.50x net debt/EBITDA) are important for investors because they affect near-term refinancing needs, covenant compliance, and ITT’s credit costs (margins adjust with ratings).
• The agreement limits certain actions (additional debt, asset sales, etc.), which can influence ITT’s strategic flexibility while the debt is outstanding.