UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~April 274, ~~2025~~2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from to

Commission File Number: 001-05672

ITT INC.

(Exact name of Registrant as specified in its charter)


Indiana									81-1197930
(State or Other Jurisdiction of Incorporation or Organization)									(I.R.S. Employer Identification Number)

100 Washington Blvd									06902
6th Floor, Stamford, CT									(Zip Code)
(Address of Principal Executive Offices)

(914) 641-2000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00 per share	ITT	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

☑

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of May 4, 2026, there were 89.4 million shares of Common Stock (par value $1.00 per share) of the issuer outstanding.

TABLE OF CONTENTS

ITEM		PAGE
PART I – FINANCIAL INFORMATION
1.	Financial Statements (unaudited)
	Consolidated Condensed Statements of Operations	1
	Consolidated Condensed Statements of Comprehensive Income	2
	Consolidated Condensed Balance Sheets	3
	Consolidated Condensed Statements of Cash Flows	4
	Consolidated Condensed Statements of Changes in Shareholders’ Equity	5
	Notes to Consolidated Condensed Financial Statements:
	Note 1. Description of Business and Basis of Presentation	76
	Note 2. Recent Accounting Pronouncements	107
	Note 3. Segment Information	108
	Note 4. Revenue	1310
	Note 5. Restructuring Actions	1511
	Note 6. Income Taxes	1611
	Note 7. Earnings Per Share Data	1712
	Note 8. Receivables, Net	1713
	Note 9. Inventories	1713
	Note 10. Other Current and Non-Current Assets	1814
	Note 11. Plant, Property and Equipment, Net	1814
	Note 12. Goodwill and Other Intangible Assets, Net	1915
	Note 13. Accounts Payable, Accrued Liabilities and Other Non-Current Liabilities	2016
	Note 14. Debt	21
	Note 14. Leases	17
	Note 15. Long-Term Incentive Employee Compensation	23
	Note 15. Debt	17
	Note 16. Capital Stock	23
	Note 16. Long-Term Incentive Employee Compensation	20
	Note 17. Commitments and Contingencies	24
	Note 17. Capital Stock	21
	Note 18. Derivative Financial Instruments	25
	Note 18. Commitments and Contingencies	22
	Note 19. Acquisitions and Divestitures	26
	Note 19. Derivative Financial Instruments	23
	Note 20. Acquisitions and Divestitures	23
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Overview	2725
	Discussion of Financial Results	2927
	Liquidity and Capital Resources	3331
	Key Performance Indicators and Non-GAAP Measures	3633
	Recent Accounting Pronouncements	4036
	Critical Accounting Estimates	4036
3.	Quantitative and Qualitative Disclosures about Market Risk	4036
4.	Controls and Procedures	4036
PART II – OTHER INFORMATION
1.	Legal Proceedings	4137
1A.	Risk Factors	4137
2.	Unregistered Sales of Equity Securities and Use of Proceeds	4137
3.	Defaults Upon Senior Securities	4137
4.	Mine Safety Disclosures	4137
5.	Other Information	4238
6.	Exhibits	4339
	Signature	4440

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the U.S. Securities and Exchange Commission (the SEC). The SEC maintains a website at www.sec.gov on which you may access our SEC filings. In addition, we make available free of charge at investors.itt.com copies of materials we file with, or furnish to, the SEC as soon as reasonably practical after we electronically file or furnish these reports, as well as other important information that we disclose from time to time. Information contained on our website, or that can be accessed through our website, does not constitute a part of this Quarterly Report on Form 10-Q (this Report). We have included our website address only as an inactive textual reference and do not intend it to be an active link to our website.

Our corporate headquarters are located at 100 Washington Boulevard, 6th Floor, Stamford, CT 06902 and the telephone number of this location is (914) 641-2000.

FORWARD-LOOKING AND CAUTIONARY STATEMENTS

Some of the information included herein includes forward-looking statements within the meaning of the Securities Exchange Act of 1933, and the Securities Exchange Act of 1934, as amended. We intend such forward-looking statements to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not historical facts, but rather represent a belief regarding future events based on current expectations, estimates, assumptions and projections about our business, future financial results and the industry in which we operate, and other legal, regulatory and economic developments. These forward-looking statements include, but are not limited to, future strategic plans and other statements that describe the company’s business strategy, outlook, objectives, plans, intentions or goals, and any discussion of future events and future operating or financial performance.

We use words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “future,” “guidance,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “target,” “will,” “would,” and other similar expressions to identify such forward-looking statements. Forward-looking statements are uncertain and, by their nature, many are inherently unpredictable and outside of ITT’s control, and involve known and unknown risks, uncertainties and other important factors that could cause actual results to differ materially from those expressed or implied in, or reasonably inferred from, such forward-looking statements.

Where in any forward-looking statement we express an expectation or belief as to future results or events, such expectation or belief is based on current plans and expectations of our management, expressed in good faith and believed to have a reasonable basis. However, we cannot provide any assurance that the expectation or belief will occur or that anticipated results will be achieved or accomplished.

Among the factors that could cause our results to differ materially from those indicated by forward-looking statements are risks and uncertainties inherent in our business including, without limitation:

•~~uncertain~~our ~~global~~ability ~~economic~~to ~~and~~integrate ~~capital~~the ~~markets~~operations ~~conditions,~~of ~~which~~SPX ~~have~~FLOW ~~been influenced by heightened geopolitical tensions, inflation, changes~~ in ~~monetary policies, the threat of~~ a ~~possible~~successful ~~regional~~manner ~~or global economic recession, trade disputes between the U.S.~~ and ~~its~~in ~~trading partners, political and social unrest, and~~ the ~~availability~~expected ~~and~~time ~~fluctuations in prices of energy and commodities, including steel, oil, copper and tin~~period;

•the possibility that any of the anticipated benefits and projected synergies of the acquisition of SPX FLOW will not be realized or will not be realized on the anticipated terms within the expected time period;

•uncertain global economic and capital markets conditions, which have been influenced by heightened geopolitical tensions, including conflicts in the Middle East involving Iran, inflation, changes in monetary policies, the threat of a possible regional or global economic recession, trade disputes between the U.S. and its trading partners, political and social unrest, and the availability and fluctuations in prices of energy and commodities, including steel, oil, copper and tin;

•the imposition of new or increased tariffs by the U.S. government, particularly those targeting imports from specific countries, and the potential for retaliatory trade measures by affected countries, which could disrupt global supply chains, increase costs and reduce customer demand;

•fluctuations in interest rates and the impact of such fluctuations on customer behavior and on our cost of debt;

•fluctuations in foreign currency exchange rates and the impact of such fluctuations on our revenues, customer demand for our products and on our hedging arrangements;

•volatility in raw material prices and our suppliers’ ability to meet quality and delivery requirements;

•impacts and risk of liabilities from recent mergers, acquisitions, or venture investments, and past divestitures and spin-offs;

•our inability to hire or retain key personnel;

•failure to compete successfully and innovate in our markets;

•failure to manage the distribution of products and services effectively;

•failure to protect our intellectual property rights or violations of the intellectual property rights of others;

•the extent to which there are quality problems with respect to manufacturing processes or finished goods;

•the risk of cybersecurity breaches or failure of any information systems used by the Company, including any flaws in the implementation of any enterprise resource planning systems;

•loss of or decrease in sales from our most significant customers;

•risks due to our operations and sales outside the U.S. and in emerging markets, including the imposition of tariffs and trade sanctions;

•fluctuations in demand or customers’ levels of capital investment, maintenance expenditures, production, and market cyclicality;

•the risk of material business interruptions, particularly at our manufacturing facilities;

•risks related to government contracting, including changes in levels of government spending and regulatory and contractual requirements applicable to sales to the U.S. government;

•fluctuations in our effective tax rate, including as a result of changing tax laws and other possible tax reform legislation in the U.S. and other jurisdictions;

•changes in environmental laws or regulations, discovery of previously unknown or more extensive contamination, or the failure of a potentially responsible party to perform;

•failure to comply with the U.S. Foreign Corrupt Practices Act (or other applicable anti-corruption legislation), export controls and trade sanctions; and

•risk of product liability claims and litigation.

More information on factors that could cause actual results or events to differ materially from those anticipated is included in Part II, Item 1A, “Risk Factors” herein, as well as in our reports filed with the SEC, including our Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025 (particularly under the caption “Risk Factors”), our Quarterly Reports on Form 10-Q and in other documents we file from time to time with the SEC.

The forward-looking statements included in this Report speak only as of the date of this Report. We undertake no obligation (and expressly disclaim any obligation) to update any forward-looking statements, whether written or oral or as a result of new information, future events or otherwise.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

	Three Months Ended				~~Nine Months Ended~~
	September 27,2025		September 28,2024		September 27,2025		September 28,2024
	April 4,2026		March 29,2025
Revenue	$	~~999.~~1,211.9	$	~~885~~913.20	$	~~2,884.5~~	$	~~2,701.7~~
Cost of revenue	~~643~~783.91		~~570~~589.58		~~1,866.2~~		~~1,768.7~~
Gross profit	~~355~~428.28		~~314~~323.72		~~1,018.3~~		~~933.0~~
General and administrative expenses	89154.81		7485.81		~~260.8~~		~~223.1~~
Sales and marketing expenses	5773.57		5047.59		~~167.7~~		~~151.2~~
Research and development expenses	2833.1		2825.63		~~84.0~~		~~88.3~~
Gain on sale of business	—		(47.8)		—		(47.8)
Intangible amortization	26.7		14.0
Operating income	~~179~~141.82		~~208~~150.69		~~505.8~~		~~518.2~~
Interest expense	1124.7		109.03		~~33.6~~		~~25.1~~
Interest income	(110.54)		(1.67)		~~(5.6)~~		~~(5.0)~~
Other non-operating expense (income), net	(2.9)		(0.2)		(3.2)		(1.9)
Other non-operating income, net	(1.9)		(1.0)
Income before income tax expense	~~172~~128.58		~~200~~144.43		~~481.0~~		~~500.0~~
Income tax expense	4449.3		3835.02		~~122.0~~		~~104.1~~
Income from continuing operations	128.2		162.4		359.0		395.9
Net income	79.5		109.1
Loss from discontinued operations, net of tax benefit of $0.0, $0.0, $0.0, and $0.0, respectively	(0.1)		(0.2)		(0.1)		(0.2)
Less: Income attributable to noncontrolling interests	1.5		0.7
Net income	128.1		162.2		358.9		395.7
Net income attributable to ITT Inc.	$	78.0	$	108.4
Less: Income attributable to noncontrolling interests	1.2		0.6		2.6		2.8
Net income attributable to ITT Inc.	$	126.9	$	161.6	$	356.3	$	392.9
Amounts attributable to ITT Inc.:
Income from continuing operations	$	127.0	$	161.8	$	356.4	$	393.1
Loss from discontinued operations, net of tax	(0.1)		(0.2)		(0.1)		(0.2)
Net income attributable to ITT Inc.	$	126.9	$	161.6	$	356.3	$	392.9
Earnings per share attributable to ITT Inc.:
Basic	$	10.6389	$	1.9833	$	~~4.49~~	$	~~4.80~~
Diluted	$	10.6289	$	1.9733	$	~~4.46~~	$	~~4.77~~
Weighted average common shares – basic	7887.02		81.63		~~79.4~~		~~81.9~~
Weighted average common shares – diluted	7887.48		8281.17		~~79.8~~		~~82.4~~

The accompanying Notes to the Consolidated Condensed Financial Statements are an integral part of the Statements of Operations.

ITT Inc. | Q3Q1 ~~2025~~2026 Form 10-Q | 1

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(IN MILLIONS)

	Three Months Ended				~~Nine Months Ended~~
	September 27,2025		September 28,2024		September 27,2025		September 28,2024
	April 4,2026		March 29,2025
Net income	$	~~128~~79.15	$	~~162~~109.21	$	~~358.9~~	$	~~395.7~~
Other comprehensive (loss) income:
Net foreign currency translation adjustment	(254.31)		5927.23		~~105.0~~		~~10.0~~
Net change in postretirement benefit plans, net of tax impacts of $0.1, $0.6, $0.8, and $1.2, respectively	(0.4)		(1.9)		(2.7)		(3.6)
Net change in postretirement benefit plans, net of tax impacts of $0.2 and $0.3 respectively	(0.8)		(1.2)
Other comprehensive (loss) income	(254.79)		5726.31		~~102.3~~		~~6.4~~
Comprehensive income	~~125~~24.46		~~219~~135.52		~~461.2~~		~~402.1~~
Less: Comprehensive income attributable to noncontrolling interests	1.25		0.67		~~2.6~~		~~2.8~~
Comprehensive income attributable to ITT Inc.	$	~~124~~23.21	$	~~218~~134.95	$	~~458.6~~	$	~~399.3~~
Disclosure of reclassification adjustments to postretirement benefit plans:
Amortization of prior service benefit, net of tax expense of $0.3, $0.3, $1.0, and $1.0, respectively	$	(1.1)	$	(1.0)	$	(3.3)	$	(3.2)
Amortization of prior service benefit, net of tax expense of $0.2 and $0.3 respectively	$	(0.7)	$	(1.1)
Amortization of net actuarial loss, net of tax benefit of $(0.1), $0.0, $(0.1), and $0.0, respectively	(0.2)		0.2		(0.3)		0.3
Amortization of net actuarial loss, net of tax benefit of $0.0 and $0.0 respectively	(0.1)		(0.1)
Gain on plan settlement due to divestiture, net of tax expense of $0.0, $0.2, $0.0, and $0.2	—		(0.8)		—		(0.8)
Net change in postretirement benefit plans, net of tax	$	(0.8)	$	(1.2)
Other adjustments to postretirement benefit plans:
Net actuarial gain, net of tax expense of $(0.3), $0.1, $(0.3), and $0.0, respectively	0.9		(0.3)		0.9		0.1
Net change in postretirement benefit plans, net of tax	$	(0.4)	$	(1.9)	$	(2.7)	$	(3.6)

The accompanying Notes to the Consolidated Condensed Financial Statements are an integral part of the Statements of Comprehensive Income.

ITT Inc. | Q3Q1 ~~2025~~2026 Form 10-Q | 2

CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)

(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

As of the Period Ended	~~September~~April 274,~~2025~~2026		December 31, ~~2024~~2025
Assets
Current assets:
Cash and cash equivalents	$	~~516~~600.48	$	~~439~~1,742.39
Receivables, net	~~808~~1,038.50		~~703~~756.01
Inventories	~~658~~976.24		~~612~~671.39
Other current assets	~~154~~255.67		~~131~~183.24
Total current assets	2,~~137~~870.79		13,~~885~~354.83
Non-current assets:
Plant, property and equipment, net	~~603~~801.1		~~577~~627.20
Goodwill	13,~~499~~787.19		1,~~430~~511.12
Other intangible assets, net	~~440~~3,238.78		~~454~~432.16
Other non-current assets	~~379~~432.79		~~384~~385.13
Total non-current assets	28,~~922~~260.67		2,~~845~~956.51
Total assets	$	511,~~060~~131.36	$	46,~~731~~310.34
Liabilities and Shareholders’ Equity
Current liabilities:
Short-term borrowings	$	~~418~~477.03	$	~~427~~261.63
Accounts payable	~~458~~642.12		~~458~~465.40
Accrued and other current liabilities	~~529~~760.24		~~447~~572.20
Total current liabilities	1,~~405~~879.39		1,~~333~~298.23
Non-current liabilities:
Non-current portion of long-term debt	~~577~~3,375.70		~~232~~521.65
Postretirement benefits	~~123~~151.51		~~119~~120.0
Other non-current liabilities	~~281~~979.59		~~260~~279.73
Total non-current liabilities	~~982~~4,506.70		~~612~~920.38
Total liabilities	26,~~388~~385.09		12,~~945~~219.51
Shareholders’ equity:
Common stock:
Authorized – 250.0 shares, $1 par value per share
Issued and outstanding – 78.0 shares and 81.5 shares, respectively	78.0		81.5
Issued and outstanding – 89.4 shares and 85.9 shares, respectively	89.4		85.9
Retained earnings	2,902.9		3,115.6
Capital in excess of par value	1,976.1		1,313.9
Retained earnings	3,030.1		2,987.1
Accumulated other comprehensive loss:
Postretirement benefits	(0.59)		~~3.2~~—
Cumulative translation adjustments	(~~316~~356.57)		(~~421~~302.5)
Total accumulated other comprehensive loss	(~~316~~357.06)		(~~418~~302.35)
Total ITT Inc. shareholders’ equity	24,~~664~~738.90		24,~~778~~084.84
Noncontrolling interests	7.47		76.09
Total shareholders’ equity	24,~~672~~745.37		24,~~785~~091.83
Total liabilities and shareholders’ equity	$	511,~~060~~131.36	$	46,~~731~~310.34

The accompanying Notes to the Consolidated Condensed Financial Statements are an integral part of the Balance Sheets.

ITT Inc. | Q3Q1 ~~2025~~2026 Form 10-Q | 3

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

(IN MILLIONS)

For the Nine Months Ended	September 27,2025		September 28,2024
For the Three Months Ended	April 4,2026		March 29,2025
Operating Activities
Income from continuing operations attributable to ITT Inc.	$	~~356~~78.40	$	~~393~~108.14
Adjustments to income from continuing operations:
Depreciation and amortization	~~107~~54.92		~~100~~37.72
Equity-based compensation	279.40		197.89
Gain on sale of business	—		(47.8)
Other non-cash charges, net	11.9		6.3
Other non-cash charges, net	27.6		23.8
Changes in assets and liabilities:
Change in receivables	(6882.05)		(9343.52)
Change in inventories	(1448.01)		(45.76)
Change in contract assets	~~(14~~1.7)1		(56.06)
Change in contract liabilities	433.74		(115.6)9
Change in accounts payable	~~(19~~54.3)9		~~(11~~16.4)5
Change in accrued expenses	18(47.95)		(1431.17)
Change in income taxes	(912.4)2		~~(14~~11.9)8
Other, net	(156.57)		(53.05)
Net Cash – Operating Activities	~~441~~39.09		~~339~~113.4
Investing Activities
Capital expenditures	(80.9)		(87.5)
Acquisitions, net of cash acquired	(3,533.3)		(1.9)
Proceeds from government incentives for capital expenditures	7.9		—
Capital expenditures	(26.1)		(36.8)
Proceeds from sale of business, net of cash divested	—		162.4
Other, net	(0.6)		(2.0)
Acquisitions, net of cash acquired	(0.2)		(864.8)
Net Cash – Investing Activities	(3,560.0)		(40.7)
Other, net	1.3		(4.7)
Net Cash – Investing Activities	(71.9)		(794.6)
Financing Activities
Commercial paper, net borrowings	~~(55~~217.1)7		~~174~~291.78
Long-term debt issued, net of debt issuance costs	~~749~~2,868.03		~~762.4~~—
Long-term debt repayments	(~~405~~546.61)		(~~301~~229.3)
Share repurchases under repurchase plan	(~~500~~100.90)		(~~104~~100.0)
Payments for taxes related to net share settlement of stock incentive plans	(1319.7)		(13.20)
Dividends paid	(8335.50)		(7828.7)
Other, net	(62.41)		(70.97)
Net Cash – Financing Activities	~~(316.~~2),383.1		~~432~~(79.09)
Exchange rate effects on cash and cash equivalents	24(4.93)		(47.4)9
Net cash – operating activities of discontinued operations	(0.32)		~~(0.4)~~—
Net change in cash and cash equivalents	77(1,141.5)		~~(28.~~0).7
Cash and cash equivalents – beginning of year (includes restricted cash of $0.7 and $0.7, respectively)	440.0		489.9
Cash and cash equivalents – beginning of year (includes restricted cash of $0.8 and $0.7, respectively)	1,743.7		440.0
Cash and Cash Equivalents – End of Period (includes restricted cash of $1.1 and $1.0, respectively)	$	517.5	$	461.9
Cash and Cash Equivalents – End of Period (includes restricted cash of $1.4 and $0.9, respectively)	$	602.2	$	440.7
Supplemental Disclosures of Cash Flow and Non-Cash Information:
Cash paid for interest	$	3130.43	$	219.31
Cash paid for income taxes, net of refunds received	$30.8	~~115.9~~	$17.6	~~106.8~~
Capital expenditures included in current liabilities	$14.7	~~13.8~~	$13.9	~~23.0~~
Equity value of common stock issued to acquire SPX FLOW	777.2		—

The accompanying Notes to the Consolidated Condensed Financial Statements are an integral part of the Statements of Cash Flows.

ITT Inc. | Q3Q1 ~~2025~~2026 Form 10-Q | 4

CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)

(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

As of and for the Three Months Ended September 27, 2025	Common Stock			Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interest		Total Shareholders' Equity
As of and for the Three Months Ended April 4, 2026	Common Stock			Capital in Excess of par value		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interest		Total Shareholders' Equity
	(Shares)	(Dollars)
June 28, 2025	78.0	$	78.0	$	2,791.8	$	(313.3)	$	7.1	$	2,563.6
December 31, 2025	85.9	$	85.9	$	1,313.9	$	2,987.1	$	(302.5)	$	6.9	$	4,091.3
Net income	—	—		~~126.9~~—		—78.0		~~1.2~~—		~~128.~~1.5		79.5
Shares issued and activity from stock incentive plans	—	—		12.0		—		—		12.0
Shares issued	3.8	3.8		773.4		—		—		—		777.2
Shares withheld related to net share settlement of stock incentive plans	—	—		(0.3)		—		—		(0.3)
Activity from stock incentive plans	0.3	0.3		8.8		—		—		—		9.1
Dividends declared ($0.351 per share)	—	—		(27.5)		—		—		(27.5)
Shares repurchased under repurchase plan	(0.5)	(0.5)		(100.2)		—		—		—		(100.7)
Dividends to noncontrolling interest	—	—		—		—		(1.0)		(1.0)
Shares withheld related to net share settlement of stock incentive plans	(0.1)	(0.1)		(19.7)		—		—		—		(19.8)
Net change in postretirement benefit plans, net of tax	—	—		—		(0.4)		—		(0.4)
Dividends declared ($0.386 per share)	—	—		—		(35.0)		—		—		(35.0)
Net foreign currency translation adjustment	—	—		—		(2.3)		—		(2.3)
Dividends to noncontrolling interest	—	—		—		—		—		(0.7)		(0.7)
Other	—	—		—		—		0.1		0.1
Net change in postretirement benefit plans, net of tax	—	—		—		—		(0.8)		—		(0.8)
September 27, 2025	78.0	$	78.0	$	2,902.9	$	(316.0)	$	7.4	$	2,672.3
Net foreign currency translation adjustment	—	—		—		—		(54.1)		—		(54.1)
As of and for the Nine Months Ended September 27, 2025
Other	—	—		(0.1)		—		(0.2)		—		(0.3)
December 31, 2024 (As previously reported)	81.5	$	81.5	$	3,099.4	$	(418.3)	$	7.0	$	2,769.6
April 4, 2026	89.4	$	89.4	$	1,976.1	$	3,030.1	$	(357.6)	$	7.7	$	4,745.7
Inventory accounting method change	—	—		16.2		—		—		16.2
December 31, 2024 (As Adjusted)	81.5	$	81.5	$	3,115.6	$	(418.3)	$	7.0	$	2,785.8
Net income	—	—		356.3		—		2.6		358.9
Shares issued and activity from stock incentive plans	0.3	0.3		29.4		—		—		29.7
Shares repurchased under repurchase plan	(3.7)	(3.7)		(501.2)		—		—		(504.9)
Shares withheld related to net share settlement of stock incentive plans	(0.1)	(0.1)		(13.6)		—		—		(13.7)
Dividends declared ($1.053 per share)	—	—		(83.6)		—		—		(83.6)
Dividends to noncontrolling interest	—	—		—		—		(2.2)		(2.2)
Net change in postretirement benefit plans, net of tax	—	—		—		(2.7)		—		(2.7)
Net foreign currency translation adjustment	—	—		—		105.0		—		105.0
September 27, 2025	78.0	$	78.0	$	2,902.9	$	(316.0)	$	7.4	$	2,672.3

ITT Inc. | Q3 2025 Form 10-Q | 5


As of and for the Three Months Ended March 29, 2025	Common Stock			Capital in Excess of par value		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interest		Total Shareholders' Equity
	(Shares)	(Dollars)
December 31, 2024	81.5	$	81.5	$	—	$	3,115.6	$	(418.3)	$	7.0	$	2,785.8
Net income	—	—		—		108.4		—		0.7		109.1

Activity from stock incentive plans	0.3	0.3		—		8.1		—		—		8.4
Share repurchases under repurchase plan	(0.7)	(0.7)		—		(100.1)		—		—		(100.8)
Shares withheld related to net share settlement of stock incentive plans	(0.1)	(0.1)		—		(12.9)		—		—		(13.0)
Dividends declared ($0.351 per share)	—	—		—		(28.6)		—		—		(28.6)
Dividends to noncontrolling interest	—	—		—		—		—		(1.2)		(1.2)

Net change in postretirement benefit plans, net of tax	—	—		—		—		(1.2)		—		(1.2)
Net foreign currency translation adjustment	—	—		—		—		27.3		—		27.3

March 29, 2025	81.0	$	81.0	$	—	$	3,090.5	$	(392.2)	$	6.5	$	2,785.8

As of and for the Three Months Ended September 28, 2024	Common Stock			Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interest		Total Shareholders' Equity
	(Shares)	(Dollars)
June 29, 2024 (As previously reported)	81.7	$	81.7	$	2,877.7	$	(382.8)	$	12.6	$	2,589.2
Inventory accounting method change	—	—		15.7		—		—		$	15.7
June 29, 2024	81.7	$	81.7	$	2,893.4	$	(382.8)	$	12.6	$	2,604.9
Net income	—	—		161.6		—		0.6		162.2
Shares issued and activity from stock incentive plans	—	—		6.1		—		—		6.1
Share repurchases under repurchase plan	(0.2)	(0.2)		(25.1)		—		—		(25.3)
Shares withheld related to net share settlement of stock incentive plans	—	—		(0.4)		—		—		(0.4)
Dividends declared ($0.319 per share)	—	—		(26.1)		—		—		(26.1)
Dividends to noncontrolling interest	—	—		—		—		(1.8)		(1.8)
Purchase of noncontrolling interest	—	—		(0.1)		—		(4.9)		(5.0)
Net change in postretirement benefit plans, net of tax	—	—		—		(1.9)		—		(1.9)
Net foreign currency translation adjustment	—	—		—		59.2		—		59.2
September 28, 2024	81.5	$	81.5	$	3,009.4	$	(325.5)	$	6.5	$	2,771.9
As of and for the Nine Months Ended September 28, 2024
December 31, 2023 (As previously reported)	82.1	$	82.1	$	2,778.0	$	(331.9)	$	10.9	$	2,539.1
Inventory accounting method change	—	—		14.6		—		—		14.6
December 31, 2023 (As adjusted)	82.1	$	82.1	$	2,792.6	$	(331.9)	$	10.9	$	2,553.7
Net income	—	—		392.9		—		2.8		395.7
Shares issued and activity from stock incentive plans	0.3	0.3		19.8		—		—		20.1
Share repurchased under repurchase plan	(0.8)	(0.8)		(104.1)		—		—		(104.9)
Shares withheld related to net share settlement of stock incentive plans	(0.1)	(0.1)		(13.1)		—		—		(13.2)
Dividends declared ($0.957 per share)	—	—		(78.6)		—		—		(78.6)
Dividends to noncontrolling interest	—	—		—		—		(2.3)		(2.3)
Purchase of noncontrolling interest	—	—		(0.1)		—		(4.9)		(5.0)
Net change in postretirement benefit plans, net of tax	—	—		—		(3.6)		—		(3.6)
Net foreign currency translation adjustment	—	—		—		10.0		—		10.0
September 28, 2024	81.5	$	81.5	$	3,009.4	$	(325.5)	$	6.5	$	2,771.9

The accompanying Notes to the Consolidated Condensed Financial Statements are an integral part of the Statements of Changes in Shareholders’ Equity.

ITT Inc. | Q3Q1 ~~2025~~2026 Form 10-Q | 65

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(DOLLARS AND SHARES (EXCEPT PER SHARE AMOUNTS) IN MILLIONS, UNLESS OTHERWISE STATED)

NOTE 1

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business

ITT Inc. is a diversified manufacturer of highly engineered critical components and customized technology solutions for the transportation, industrial, and energy markets. Unless the context otherwise indicates, references herein to “ITT,” “the Company,” and such words as “we,” “us,” and “our” include ITT Inc. and its subsidiaries. ITT operates through three reportable segments: ~~Motion~~Flow Technologies (MTFT) (formerly Industrial Process (IP)), consisting of ~~friction~~nutrition and ~~shock and~~health, ~~vibration~~as well as flow equipment and services; ~~Industrial~~Motion ~~Process~~Technologies (IPMT), consisting of ~~industrial~~friction ~~flow~~and ~~equipment~~ shock and ~~services~~vibration equipment; and Connect & Control Technologies (CCT), consisting of electronic connectors, fluid handling, motion control, composite materials and noise and energy absorption products. Financial information for our segments is presented in Note 3, Segment Information.

Business Combinations ~~and Divestitures~~

On ~~January~~March 192, ~~2024~~2026, the Company completed the acquisition of ~~Svanehøj~~SPX ~~Group~~FLOW, ~~A/S~~Inc. (~~Svanehøj~~SPX FLOW) for a preliminary purchase price of $~~407~~4,309.69, net of cash acquired. Subsequent to the acquisition, ~~Svanehøj~~SPX FLOW’s results are reported within our IPFT segment. Refer to Note 20, Acquisitions, for more information regarding the SPX FLOW business combination.

On September 12, 2024, the Company completed the acquisition of kSARIA Parent, Inc. (kSARIA) for a purchase price of $460.1, net of cash acquired. Subsequent to the acquisition, kSARIA’s results are reported within our CCT segment.

Refer to Note 19, Acquisitions, for more information regarding the Svanehøj and kSARIA business combinations.

On July 22, 2024, the Company completed the sale of its Wolverine Advanced Materials (Wolverine) business, part of the MT segment prior to the divestiture, to an unrelated third party. The divestiture did not qualify as a discontinued operation.

Basis of Presentation

The unaudited consolidated condensed financial statements have been prepared pursuant to the rules and regulations of the SEC and, in the opinion of management, reflect all known adjustments (which consist primarily of normal, recurring accruals, estimates and assumptions) necessary to state fairly the financial position, results of operations, and cash flows for the periods presented. The Consolidated Condensed Balance Sheet as of December 31, ~~2024~~2025, presented herein, has been derived from our audited balance sheet included in our Annual Report on Form 10-K (~~2024~~2025 Annual Report) for the year ended December 31, ~~2024~~2025, but does not include all disclosures required by accounting principles generally accepted in the United States (GAAP). Other than the ~~change~~Reclassification in- ~~accounting~~Intangible ~~principle~~amortization expenses described below, we consistently applied the accounting policies described in the ~~2024~~2025 Annual Report in preparing these unaudited financial statements. These financial statements should be read in conjunction with the financial statements and notes thereto included in our ~~2024~~2025 Annual Report.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Estimates are revised as additional information becomes available. Estimates and assumptions are used for, but not limited to, revenue recognition, unrecognized tax benefits, deferred tax valuation allowances, projected benefit obligations for postretirement plans, accounting for business combinations, goodwill and other intangible asset impairment testing, environmental liabilities and assets, allowance for credit losses, inventory valuation, and assets held for sale. Actual results could differ from these estimates.

ITT’s quarterly financial periods end on the Saturday ~~that~~following isa ~~closest~~13-week toreporting ~~the last day of the calendar quarter~~period, except for the last quarterly period of the fiscal year, which ends on December 31st. ITT’s ~~third~~first quarter for ~~2025~~2026 and ~~2024~~2025 ended on94 ~~September~~days and 88 days after the start of their respective fiscal years, with quarter-end dates of April 274, ~~2025~~2026 and ~~September~~March 2829, ~~2024~~2025, respectively.

~~ITT~~Reclassification ~~Inc. | Q3 2025 Form 10~~-Q |Intangible 7amortization expenses

~~Change~~Effective January 1, 2026, the Company reclassified intangible amortization expenses as a separate financial statement line item within the Consolidated Statements of Operations. As part of the integration of SPX FLOW, the Company has seen diversity in ~~Accounting~~practice ~~Principle~~in -the ~~Inventory~~classification of intangible amortization expenses, and the reclassification was made to enhance transparency and comparability on the Consolidated Statements of Operations. Previously, intangible amortization expenses were included within cost of revenues, sales and marketing, research and development, and general and administrative, and was not presented as a separate financial statement line item.

~~Effective~~ITT ~~January~~Inc. 1,| ~~2025,~~Q1 we2026 ~~changed~~Form ~~our method of determining the cost for certain inventories from a last~~10-~~in,~~Q ~~first-out~~| (LIFO) basis to a first-in, first-out (FIFO) basis for all inventories previously accounted for under LIFO. We concluded the FIFO basis of accounting is the preferable method for determining inventory cost for our businesses because it improves comparability with our peers, more accurately reflects the current value and physical flow of inventory, improves consistency across all locations, and aligns operationally with how management views the performance of the business.6

WeThe ~~retrospectively~~Company ~~applied~~has ~~this~~reclassified ~~change~~prior‑period inamounts ~~accounting principle~~ to ~~all~~conform ~~prior periods and recorded a cumulative effect adjustment~~ to ~~increase~~ the ~~January~~current‑period ~~1, 2024 inventory balance by $19~~presentation.1, ~~with an increase to retained earnings of $14.6, net of tax.~~ The ~~Consolidated~~reclassifications ~~Condensed~~had ~~Statement~~no ofimpact ~~Operations,~~on ~~Consolidated~~operating ~~Condensed Statement of Comprehensive Income~~income, ~~Consolidated~~income ~~Condensed~~before ~~Statement~~income ~~of Cash flows and Consolidated Condensed Statement of Changes in Shareholders’ Equity for the three and nine months ended September 28~~taxes, ~~2024,~~net ~~and the Consolidated Condensed Balance Sheet as of December 31~~income, ~~2024~~or ~~and~~earnings ~~the~~per ~~related Notes to the Consolidated Condensed Financial Statements have been adjusted to reflect the change in accounting principle~~share.

The impact of the ~~change~~reclassification ~~in accounting method~~ on our previously issued Consolidated Condensed Statement of Operations financial statements is presented in the following ~~tables~~table:

Consolidated Condensed Statement of Operations

Three Months Ended September 28, 2024	As previously reported		Effect of Change		As Adjusted
Three Months Ended March 29, 2025	As previously reported		Effect of Change		As Adjusted
Cost of revenue	$	~~571~~596.27	$	(06.79)	$	~~570~~589.58
Gross profit	~~314~~316.03		06.79		~~314~~323.72
Operating income	207.9		0.7		208.6
General and administrative expenses	85.3		(0.2)		85.1
Income from continuing operations before income taxes	199.7		0.7		200.4
Sales and marketing expenses	53.2		(5.3)		47.9
Income tax expense	37.8		0.2		38.0
Research and development expenses	26.9		(1.6)		25.3
Income from continuing operations	161.9		0.5		162.4
Intangible amortization	—		14.0		14.0
Net income	161.7		0.5		162.2
Net income attributable to ITT Inc.	161.1		0.5		161.6
Income from continuing operations attributable to ITT Inc., net of tax	$	161.3	$	0.5	$	161.8
Basic EPS discontinued operations	$	(0.01)	$	0.01	$	—
Basic EPS net income	$	1.97	$	0.01	$	1.98
Diluted EPS continuing operations	$	1.96	$	0.01	$	1.97
Diluted EPS net income	$	1.96	$	0.01	$	1.97
Nine Months Ended September 28, 2024
Cost of revenue	$	1,770.8	$	(2.1)	$	1,768.7
Gross profit	930.9		2.1		933.0
Operating income	516.1		2.1		518.2
Income from continuing operations before income taxes	497.9		2.1		500.0
Income tax expense	103.6		0.5		104.1
Income from continuing operations	394.3		1.6		395.9
Net income	394.1		1.6		395.7
Net income attributable to ITT Inc.	391.3		1.6		392.9
Income from continuing operations attributable to ITT Inc., net of tax	$	391.5	$	1.6	$	393.1
Basic EPS continuing operations	$	4.78	$	0.02	$	4.80
Basic EPS net income	$	4.78	$	0.02	$	4.80
Diluted EPS continuing operations	$	4.75	$	0.02	$	4.77
Diluted net income	$	4.75	$	0.02	$	4.77

ITT Inc. | Q3 2025 Form 10-Q | 8

Consolidated Condensed Statement of Comprehensive Income

Three Months Ended September 28, 2024	As previously reported		Effect of Change		As Adjusted
Net income	$	161.7	$	0.5	$	162.2
Comprehensive income	219.0		0.5		219.5
Comprehensive income attributable to ITT Inc.	$	218.4	$	0.5	$	218.9
Nine Months Ended September 28, 2024
Net income	$	394.1	$	1.6	$	395.7
Comprehensive income	400.5		1.6		402.1
Comprehensive income attributable to ITT Inc.	$	397.7	$	1.6	$	399.3

Consolidated Condensed Balance Sheet

December 31, 2024	As previously reported		Effect of Change		As Adjusted
Inventories	$	591.2	$	21.1	$	612.3
Total current assets	1,864.7		21.1		1,885.8
Other non-current assets	384.6		(0.5)		384.1
Total non-current assets	2,846.0		(0.5)		2,845.5
Total assets	4,710.7		20.6		4,731.3
Other non-current liabilities	256.3		4.4		260.7
Total non-current liabilities	607.9		4.4		612.3
Total liabilities	1,941.1		4.4		1,945.5
Retained earnings	3,099.4		16.2		3,115.6
Total ITT Inc. shareholders’ equity	2,762.6		16.2		2,778.8
Total shareholders’ equity	2,769.6		16.2		2,785.8
Total liabilities and shareholders’ equity	$	4,710.7	$	20.6	$	4,731.3

Consolidated Condensed Statement of Cash Flows

Nine Months Ended September 28, 2024	As previously reported		Effect of Change	As Adjusted
Income from continuing operations	$	391.5	1.6	$	393.1
Change in inventories	(2.6)		(2.1)	(4.7)
Change in income taxes	(15.4)		0.5	(14.9)

ITT Inc. | Q3 2025 Form 10-Q | 9

NOTE 2

RECENT ACCOUNTING PRONOUNCEMENTS

From time to time, the Financial Accounting Standards Board (FASB) or other ~~standards~~standard setting bodies issue new accounting pronouncements. Updates to the FASB's accounting standards are communicated through issuance of an Accounting Standards Update (ASU). The Company considers the applicability and impact of all ASUs on our business and financial results.

Recently adopted accounting pronouncements

In December 2025, the FASB issued ASU 2025‑10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. This ASU establishes comprehensive guidance on the recognition, measurement, and presentation of monetary and tangible nonmonetary government grants received by business entities. The standard excludes certain arrangements from its scope, such as income tax credits, government guarantees, below‑market loans, and transfers of intangible assets or services. We elected to early adopt ASU 2025‑10 effective January 1, 2026. Upon adoption, we applied the recognition and measurement model required by the new standard, which is generally aligned with IAS 20, while incorporating targeted improvements specific to U.S. GAAP. The new guidance also requires expanded disclosures related to the nature of government grants received, significant terms and conditions, and the financial statement line items affected. The adoption of ASU 2025‑10 did not have a material impact on our consolidated financial position, results of operations, or cash flows.

Recently issued accounting pronouncements not yet adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires disclosure of specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold. The amendment also includes other changes to improve the effectiveness of income tax disclosures, including further disaggregation of income taxes paid for individually significant jurisdictions. This ASU is effective for annual periods beginning after December 15, 2024. Adoption of this ASU should be applied on a prospective basis. We are currently evaluating the impact that this guidance will have on the disclosures within our financial statements and will adopt this ASU for the year ending December 31, 2025.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement- Reporting Comprehensive Income. Expense disaggregation disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses. This ASU requires disclosure of specified information about certain costs and expenses in the notes to financial statements. The effective dates for this ASU were updated in ASU 2025-01 stating it is effective for annual periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027. Adoption of this ASU should be applied on a prospective basis. Early adoption is permitted. We are currently evaluating the impact that this guidance will have on the disclosures within our financial statements and expect to adopt this ASU for the year ending December 31, 2027.

During ~~2025~~2026, there were no other new accounting standards issued, or that are pending issuance, which are expected to have a material impact on our consolidated condensed financial statements upon adoption.

ITT Inc. | Q1 2026 Form 10-Q | 7

NOTE 3

SEGMENT INFORMATION

The Company’s segments are reported on the same basis used by our chief operating decision maker (CODM) for evaluating performance and for allocating resources. The Company’s CODM is the President and Chief Executive Officer. The CODM allocates resources based on revenue and operating income primarily through the annual budget and periodic forecasting process. The CODM considers budget-to-actual variances when making decisions about allocating capital and personnel to the segments. As a result of the SPX FLOW acquisition, the Company renamed the Industrial Process segment as Flow Technologies to reflect the expanded scale and capabilities of the combined operations. Our three reportable segments are referred to as ~~Motion~~Flow Technologies, ~~Industrial~~Motion ~~Process,~~Technologies and Connect & Control Technologies.

Flow Technologies manufactures engineered fluid process equipment serving a diversified mix of customers in global industries such as chemical, energy, marine, mining, nutrition and health, and is a provider of pumps, valves, mixers, aftermarket services and parts.

Motion Technologies manufactures brake components, shock absorbers and damping technologies primarily for the global automotive and rail transportation markets.

Industrial Process manufactures engineered fluid process equipment serving a diversified mix of customers in global industries such as chemical, energy, marine, mining, and other industrial process markets and is a provider of pumps, valves and aftermarket services and parts.

Connect & Control Technologies manufactures harsh-environment connector solutions, cable assemblies, critical energy absorption, flow control components, and composite materials for the aerospace and defense, general industrial, medical, and energy markets.

Assets of our reportable segments exclude general corporate assets, which principally consist of cash, investments, deferred taxes, and certain property, plant and equipment. These assets are included within Corporate and Other~~, which is described further below~~.

Corporate and Other consists of corporate office expenses including compensation, benefits, occupancy, depreciation, and other administrative costs, as well as charges related to certain matters, including environmental liabilities, which are managed at a corporate level and are not included in segment results when evaluating performance or allocating resources. ~~In addition, Corporate and Other includes the operating results associated with a subsidiary that does not constitute a reportable segment.~~

ITT Inc. | Q3 2025 Form 10-Q | 10

The following table presents our revenue for each segment and reconciles our total segment revenue to total consolidated revenue.

Three Months Ended September 27, 2025	Motion Technologies		Industrial Process		Connect & Control Technologies		Total
Three Months Ended April 4, 2026	Flow Technologies		Motion Technologies		Connect & Control Technologies		Total
Revenue	$	~~355~~537.64	$	~~383~~397.92	$	~~259~~278.25	$	~~998~~1,213.71
Other / Eliminations							0(1.42)
Consolidated revenue							$	~~999.~~1,211.9
Costs of revenue(a)	~~245~~329.57		~~231~~278.21		~~166~~176.7
Selling, general and administrative expenses(a)	2894.48		6422.28		36.96
Research and development expenses(a)	117.98		612.47		912.46
Segment operating income	$	69.8	$	82.1	46.2		$	198.1
Intangible amortization(a)	23.0		0.2		3.4
Corporate and other							(18.3)
Segment operating income	$	82.1	$	83.4	$	49.2	$	214.7
Interest expense							(11.7)
Corporate and other							(73.5)
Interest income							1.5
Interest expense							(24.7)
Other non-operating expense, net							2.9
Interest income							10.4
Income from continuing operations before income tax							$	172.5
Other non-operating income, net							1.9
Nine Months Ended September 27, 2025
Income from continuing operations before income tax							$	128.8
Revenue	$	1,067.4	$	1,073.1	$	745.8	$	2,886.3
Other / Eliminations							(1.8)
Consolidated revenue							$	2,884.5
Costs of revenue(a)	739.4		644.7		483.7
Selling, general and administrative expenses(a)	84.4		187.4		107.0
Research and development expenses(a)	35.0		18.8		28.0
Segment operating income	$	208.6	$	222.2	$	127.1	$	557.9
Corporate and other							(52.1)
Interest expense							(33.6)
Interest income							5.6
Other non-operating income, net							3.2
Income from continuing operations before income tax							$	481.0

ITT Inc. | Q3Q1 ~~2025~~2026 Form 10-Q | 118

Three Months Ended September 28, 2024	Motion Technologies		Industrial Process		Connect & Control Technologies		Total
Three Months Ended March 29, 2025	Flow Technologies		Motion Technologies		Connect & Control Technologies		Total
Revenue	$	~~344~~333.93	$	~~333~~346.81	$	~~207~~234.27	$	~~885~~914.91
Other / Eliminations							(01.71)
Consolidated revenue							$	~~885~~913.20
Costs of revenue(a)	~~240~~198.8		~~200~~239.68		~~130~~152.3
Selling, general and administrative expenses(a)	2959.53		5627.41		3031.01
Research and development expenses(a)	~~12.~~4.8		611.34		8.83
Gain on sale of businesses	(47.8)		—		—
Intangible amortization(a)	6.9		0.2		7.0
Segment operating income	$	~~110~~63.05	$	7067.56	$	3836.10	$	~~218~~167.61
Corporate and other							(1016.02)
Interest expense							(109.03)
Interest income							1.67
Other non-operating income, net							01.20
Income from continuing operations before income tax							$	~~200~~144.43
Nine Months Ended September 28, 2024
Revenue	$	1,121.8	$	998.4	$	584.1	$	2,704.3
Other / Eliminations							(2.6)
Consolidated revenue							$	2,701.7
Costs of revenue(a)	787.0		615.7		368.9
Selling, general and administrative expenses(a)	89.8		163.2		83.1
Research and development expenses(a)	41.0		18.0		25.9
Gain on sale of businesses	(47.8)		—		—
Segment operating income	$	251.8	$	201.5	$	106.2	$	559.5
Corporate and other							(41.3)
Interest expense							(25.1)
Interest income							5.0
Other non-operating income, net							1.9
Income from continuing operations before income tax							$	500.0

(a)The significant expense categories and amounts align with segment-level information that is regularly provided to the CODM.

The following table presents our operating margin for each segment. Segment operating margin is calculated as segment operating income divided by segment revenue.

	Three Months Ended				~~Three Months Ended~~	~~Nine Months Ended~~
							September 27,2025		September 28,2024		September 27,2025		September 28,2024
For the Three Months Ended	April 4,2026		March 29,2025
Motion Technologies							19.6	%	31.9	%	19.5	%	22.4	%
Flow Technologies	15.3	%	19.1	%
Industrial Process							21.4	%	21.1	%	20.7	%	20.2	%
Motion Technologies	21.0	%	19.5	%
Connect & Control Technologies	17.7	%	15.3	%			~~17.8~~	%	~~18.4~~	%	~~17.0~~	%	~~18.2~~	%

ITT Inc. | Q3 2025 Form 10-Q | 12

The following table presents our total assets, capital expenditures, and depreciation & amortization expense for each segment.

As of and for theNine Months Ended	Total Assets				CapitalExpenditures				Depreciation &Amortization
As of and for theThree Months Ended	Total Assets				CapitalExpenditures				Depreciation &Amortization
	September 27,2025		December 31, 2024		September 27,2025		September 28,2024		September 27,2025		September 28,2024
	April 4,2026		December 31, 2025		April 4,2026		March 29,2025		April 4,2026		March 29,2025
Motion Technologies	$	1,309.4	$	1,186.6	$	52.5	$	53.7	$	44.2	$	46.8
Flow Technologies(a)	$	8,137.1	$	1,993.2	$	5.2	$	6.1	$	30.3	$	10.9
Industrial Process	2,030.9		1,819.8		15.2		24.5		28.5		34.9
Motion Technologies	1,276.5		1,257.3		14.4		27.0		15.5		13.9
Connect & Control Technologies	1,~~329~~369.85		1,~~326~~332.85		116.42		83.6		~~32.~~7.6		1711.10
Corporate and Other	~~390~~348.25		~~398.~~1,727.4		10.83		0.71		20.58		1.94
Total	$	5,060.3	$	4,731.3	$	80.9	$	87.5	$	107.9	$	100.7
Total(a)	$	11,131.6	$	6,310.4	$	26.1	$	36.8	$	54.2	$	37.2

(a)The increase in total assets is due to the acquisition of SPX FLOW.

ITT Inc. | Q1 2026 Form 10-Q | 9

NOTE 4

REVENUE

The following tables present our revenue disaggregated by end market.

For the Three Months Ended September 27, 2025	Motion Technologies		Industrial Process		Connect & Control Technologies		Other / Eliminations		Total
For the Three Months Ended April 4, 2026	Flow Technologies		Motion Technologies		Connect & Control Technologies		Other / Eliminations		Total
Auto and rail	$	~~352.3~~—	$	—392.6	$	—	$	—	$	~~352~~392.36
Chemical and industrial pumps	—236.8		~~241.6~~—		—		—		~~241~~236.68
Aerospace and defense	~~2.6~~—		—3.4		~~179~~191.87		—		~~182~~195.41
Energy	—211.0		~~142.3~~—		1413.0		—		~~156~~224.30
General industrial	~~0.7~~—		—1.2		6573.48		0(1.42)		6673.58
Total	$	355.6	$	383.9	$	259.2	$	0.4	$	999.1
Nutrition and health	89.6		—		—		—		89.6
For the Nine Months Ended September 27, 2025
Total	$	537.4	$	397.2	$	278.5	$	(1.2)	$	1,211.9
Auto and rail	$	1,057.1	$	—	$	—	$	—	$	1,057.1
Chemical and industrial pumps	—		698.9		—		—		698.9
Aerospace and defense	7.6		—		518.1		—		525.7
Energy	—		374.2		39.0		—		413.2
General industrial	2.7		—		188.7		(1.8)		189.6
Total	$	1,067.4	$	1,073.1	$	745.8	$	(1.8)	$	2,884.5

ITT Inc. | Q3 2025 Form 10-Q | 13


For the Three Months Ended March 29, 2025	Flow Technologies		Motion Technologies		Connect & Control Technologies		Other / Eliminations		Total
Auto and rail	$	—	$	342.8	$	—	$	—	$	342.8
Chemical and industrial pumps	224.3		—		—		—		224.3
Aerospace and defense	—		2.3		162.9		—		165.2
Energy	109.0		—		12.6		—		121.6
General industrial	—		1.0		59.2		(1.1)		59.1

Total	$	333.3	$	346.1	$	234.7	$	(1.1)	$	913.0

For the Three Months Ended September 28, 2024	Motion Technologies		Industrial Process		Connect & Control Technologies		Other / Eliminations		Total
Auto and rail	$	341.0	$	—	$	—	$	0.1	$	341.1
Chemical and industrial pumps	—		226.4		—		—		226.4
Aerospace and defense	1.9		—		128.0		—		129.9
Energy	—		107.4		14.3		—		121.7
General industrial	1.9		—		65.0		(0.8)		66.1
Total	$	344.8	$	333.8	$	207.3	$	(0.7)	$	885.2
For the Nine Months Ended September 28, 2024
Auto and rail	$	1,100.8	$	—	$	—	$	—	$	1,100.8
Chemical and industrial pumps	—		675.7		—		—		675.7
Aerospace and defense	5.6		—		346.8		—		352.4
Energy	—		322.7		40.8		—		363.5
General industrial	15.3		—		196.6		(2.6)		209.3
Total	$	1,121.7	$	998.4	$	584.2	$	(2.6)	$	2,701.7

Contract Assets and Liabilities

Contract assets consist of unbilled amounts where revenue recognized exceeds customer billings, net of allowances for credit losses. Contract assets are included in other current assets and other non-current assets in our Consolidated Condensed Balance Sheets. Contract liabilities consist of advance customer payments and billings in excess of revenue recognized. Contract liabilities are included in accrued liabilities and other non-current liabilities in our Consolidated Condensed Balance Sheets.

The following table represents our net contract assets and liabilities.

As of the Period Ended	~~September~~April 274,~~2025~~2026		December 31, ~~2024~~2025
Current contract assets	$	5178.04	$	3450.49
Non-current contract assets	14.6		12.96
Current contract liabilities	(~~176~~271.58)		(~~119~~175.37)
Non-current contract liabilities	(4.4)		(4.47)

During the three ~~and nine~~ months ended ~~September~~April 274, ~~2025~~2026, we recognized revenue of $2365.5 ~~and $84.3~~ related to contract liabilities as of December 31, ~~2024,~~2025. ~~respectively~~The increase in current contract liabilities is due to contract liabilities acquired as a result of the SPX FLOW acquisition. The aggregate amount of the transaction price allocated to unsatisfied or partially satisfied performance obligations, or backlog, was $2,513.0 as of ~~September~~April 274, ~~2025 was $1,886~~2026.1. Of this amount, we expect to recognize approximately 8570% to 9075% of revenue over the next 15nine months, with the remainder in 2027. Our backlog generally represents firm orders that have been received, acknowledged, and entered into our production systems. However, within certain businesses in MT, our customers include automotive OEMs and we may win an award on an automotive platform several years in advance based on estimated levels of future automotive production. These awards allow for the customer to adjust their production levels at any time and therefore are not considered firm orders. Within these businesses, we believe orders are firm upon receipt of the customer purchase order, which may require us to fulfill the order in as little as one week. As such, our backlog at any point in time for these businesses is not believed to be significant and therefore has been excluded from the total backlog amount.

ITT Inc. | Q3Q1 ~~2025~~2026 Form 10-Q | 1410

NOTE 5

RESTRUCTURING ACTIONS

From time to time, we initiate restructuring actions throughout our businesses. There are no restructuring actions that are considered individually significant. The following table summarizes our total restructuring costs, which are presented within General and administrative expenses within our Consolidated Condensed Statements of Operations.

	Three Months Ended				Nine Months Ended
For the Three Months Ended	April 4, 2026		March 29, 2025
	September 27, 2025		September 28, 2024		September 27, 2025		September 28, 2024
Severance and other employee-related	$	10.8	$	6.1
Severance and other employee-related	$	3.8	$	0.8	$	13.0	$	6.6
Other	—		0.4
Asset write-offs	—		—		0.1		—
Total restructuring costs	$	10.8	$	6.5
Other	—		—		0.4		—
Total restructuring costs	$	3.8	$	0.8	$	13.5	$	6.6
By segment:
Motion Technologies	$	1.9	$	0.2	$	4.2	$	2.3
Flow Technologies	$	7.7	$	4.2
Industrial Process	0.9		0.4		6.4		2.5
Motion Technologies	0.5		0.2
Connect & Control Technologies	1.01		0.2.1		~~2.9~~		~~1.8~~
Corporate and Other	1.5		—

The following table displays a rollforward of our restructuring liability, which is included within accrued liabilities on our Consolidated Condensed Balance Sheet.

For the Nine Months Ended	September 27, 2025		September 28, 2024
For the Three Months Ended	April 4, 2026		March 29, 2025
Beginning balance - January 1	$	23.97	$	42.89
Restructuring costs	1310.78		6.65
Reversal of prior accruals	(0.1)		(0.1)
Cash payments	(3.4)		(2.5)
Cash payments	(12.8)		(8.5)
Foreign exchange translation and other	1.0		—
Asset write-offs	(0.1)		—
Ending balance	$	12.1	$	6.9
Foreign exchange translation and other	0.1		0.1
Ending balance	$	3.7	$	2.9
By accrual type:
Severance and other employee-related	$	312.71	$	26.9

ITT Inc. | Q3 2025 Form 10-Q | 15

NOTE 6

INCOME TAXES

The following table summarizes our income tax expense and effective tax rate (ETR).

	Three Months Ended						Nine Months Ended
For the Three Months Ended	April 4,2026			March 29,2025
	September 27,2025			September 28,2024			September 27,2025			September 28,2024
Income tax expense	$	49.3		$	35.2
Income tax expense	$	44.3		$	38.0		$	122.0		$	104.1
Effective tax rate	38.3		%	24.4		%
Effective tax rate	25.7		%	19.0		%	25.4		%	20.8		%

The ETR for the three ~~and nine~~ months ended ~~September~~April 274, ~~2025~~2026 increased to 2538.73%, ~~and~~primarily ~~25.4%,~~due ~~respectively,~~to ~~primarily~~the recognition of additional tax expense related to ~~the~~undistributed ~~jurisdictional~~foreign ~~mix~~earnings, transaction-related costs incurred in connection with the acquisition of ~~earnings.~~SPX ~~Additionally~~FLOW, and the ~~prior~~impact ~~year~~of ~~included~~amended atax ~~benefit~~filings ~~related~~in toLuxembourg. In addition, the ~~sale~~acquisition ofaffected the ~~Wolverine~~geographic ~~business,~~mix of earnings which further contributed to the ~~year-over-year~~higher ~~increase in the~~ effective tax rate for the period.

InDuring ~~October~~the ~~2021~~quarter, ~~more~~the ~~than~~Company ~~135~~recorded ~~countries~~deferred ~~and~~tax ~~jurisdictions~~liabilities ~~agreed~~related to ~~participate~~the inacquisition aof ~~“two-pillar”~~SPX ~~international~~FLOW, ~~tax~~primarily ~~approach~~associated ~~developed~~with byfair ~~the~~value ~~Organisation~~adjustments ~~for~~to ~~Economic~~acquired ~~Co-operation~~intangible assets and ~~Development~~other ~~(OECD),~~net ~~which~~assets. ~~includes~~These ~~establishing~~deferred atax ~~global~~balances ~~minimum~~were ~~corporate~~recorded ~~tax~~as ~~rate~~part of 15preliminary ~~percent.~~purchase ~~The~~accounting ~~OECD~~and ~~published~~contributed ~~Tax~~to ~~Challenges Arising from~~ the ~~Digitalisation~~increase ofin the ~~Economy~~Company’s —deferred ~~Global~~tax ~~Anti-Base~~liabilities ~~Erosion~~during ~~Model~~the ~~Rules~~period. ~~(Pillar~~The ~~Two)~~purchase inaccounting ~~December~~remains ~~2021~~subject ~~and~~to ~~subsequently~~adjustment ~~issued~~during ~~additional commentary and administrative guidance clarifying several aspects of~~ the ~~model~~measurement ~~rules~~period. ~~Since~~In ~~the~~addition ~~model~~to ~~rules~~deferred ~~have~~taxes ~~been~~recorded ~~released,~~as ~~many~~a ~~countries~~result ~~have~~of ~~enacted~~purchase ~~Pillar~~accounting ~~Two-related laws~~adjustments, ~~many~~the ofCompany ~~which~~also ~~became~~assumed ~~effective~~SPX ~~January~~FLOW’s 1,existing ~~2024~~deferred ~~with~~tax ~~additional~~balances. ~~laws~~These ~~effective~~assumed ~~January~~balances 1,are ~~2025.~~reflected Asin ~~of September 27, 2025,~~ the Company’s ~~does~~deferred ~~not~~tax ~~expect~~position ~~Pillar~~as ~~Two~~of ~~taxes~~the toacquisition ~~have a significant impact on its 2025 financial statements~~date.

OnITT ~~July~~Inc. 4,| ~~2025,~~Q1 ~~President~~2026 ~~Trump~~Form signed the One Big Beautiful Bill Act, which includes a broad range of tax reform provisions affecting businesses, including extending and modifying certain key Tax Cuts & Jobs Act provisions (both domestic and international) and expanding certain Inflation Reduction Act incentives while accelerating the phase10-~~out~~Q of| others. While the recently enacted legislation did not have a material impact on the Company’s financial results for this quarter, we are currently reviewing its provisions in detail and evaluating its potential impact in future periods. We will continue to monitor any forthcoming guidance and will assess the effects on our business as more information becomes available.11

~~The~~In ~~Company~~October ~~operates~~2021, inmore ~~various~~than ~~tax~~135 ~~jurisdictions~~countries and isjurisdictions ~~subject~~agreed to ~~examination~~participate ~~by tax authorities~~ in ~~these~~a ~~jurisdictions.~~“two-pillar” ~~The~~international ~~Company~~tax isapproach ~~currently~~developed ~~under~~by ~~examination~~the inOrganisation ~~several~~for ~~jurisdictions~~Economic ~~including~~Co-operation ~~China,~~and ~~Czechia,~~Development ~~Germany~~(OECD), ~~India,~~which ~~Italy,~~includes ~~and~~establishing ~~the~~a ~~U.S. The~~global ~~estimated~~minimum corporate tax ~~liability~~rate ~~calculation~~of ~~for~~15 ~~unrecognized~~percent. ~~tax~~The ~~benefits~~OECD ~~considers~~published ~~uncertainties~~Tax inChallenges Arising from the ~~application~~Digitalisation of ~~complex~~the ~~tax~~Economy ~~laws~~— ~~and~~Global ~~regulations~~Anti-Base inErosion ~~various~~Model ~~tax~~Rules ~~jurisdictions.~~(Pillar ~~Due~~Two) toin ~~the~~December ~~complexity~~2021 ofand ~~some~~subsequently ofissued ~~these~~additional ~~uncertainties,~~commentary ~~the~~and ~~ultimate~~administrative ~~resolution~~guidance ~~may~~clarifying ~~result~~several inaspects aof ~~payment~~the ~~that~~model isrules. ~~materially~~Since ~~different from~~ the ~~current~~model ~~estimate~~rules ofhave ~~the~~been ~~unrecognized~~released, ~~tax~~many ~~benefit.~~countries ~~Over~~have ~~the~~enacted ~~next~~Pillar 12Two-related ~~months~~laws, ~~the~~many ~~net amount~~ of ~~the~~which ~~tax~~became ~~liability~~effective ~~for~~January ~~unrecognized~~1, ~~tax~~2024 ~~benefits~~with inadditional ~~foreign~~laws ~~and~~effective ~~domestic~~January ~~jurisdictions~~1, ~~could~~2025. ~~decrease~~As byof ~~approximately~~April 4, ~~$0.9~~2026, ~~due~~Pillar toTwo ~~changes~~did innot ~~audit~~have ~~status,~~a ~~expiration~~significant ofimpact ~~statutes~~on ofour ~~limitations~~financial ~~and other events~~statements.

~~ITT~~On ~~Inc~~January 5, 2026, the OECD released a Pillar Two Administrative Guidance package containing the Side-by-Side Safe Harbor (the SbS). |Under Q3the ~~2025~~SbS, ~~Form~~Multinational 10Enterprises headquartered in a jurisdiction that has a Qualified SbS Regime are eligible for the SbS election. The United States is listed as a jurisdiction with a Qualified SbS Regime. By making the SbS election, top-Qup |taxes 16under the Income Inclusion Rule and Undertaxed Profits Rule are set to zero. However, the SbS does not have an impact on the application of Pillar Two Qualified Domestic Minimum Top-up Taxes. Jurisdictions are required to implement the SbS effective for fiscal years beginning on or after January 1, 2026 (or at the earliest practicable date where there are constitutional or other superior law constraints preventing retroactive adoption). ITT will monitor the adoption of SbS in each jurisdiction and intends to elect the SbS where available.

On July 4, 2025, President Trump signed the One Big Beautiful Bill Act (OBBBA), which includes a broad range of tax reform provisions affecting businesses, including extending and modifying certain key Tax Cuts & Jobs Act provisions (both domestic and international) and expanding certain Inflation Reduction Act incentives while accelerating the phase-out of others. The Company evaluated the OBBBA and implemented certain provisions of the legislation during the current quarter; it continues to evaluate the ongoing effects of the legislation.

The Company operates in various tax jurisdictions and is subject to examination by tax authorities in these jurisdictions. The Company is currently under examination in several jurisdictions including China, Czechia, Germany, India, Italy, and the U.S. The estimated tax liability calculation for unrecognized tax benefits considers uncertainties in the application of complex tax laws and regulations in various tax jurisdictions. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate of the unrecognized tax benefit. Over the next 12 months, the net amount of the tax liability for unrecognized tax benefits in foreign and domestic jurisdictions could decrease by approximately $1.6 due to changes in audit status, expiration of statutes of limitations, and other events.

In connection with the acquisition of SPX FLOW completed during the quarter, the Company assumed uncertain tax positions, which were recorded as part of the preliminary purchase accounting. The assumed uncertain tax positions primarily relate to tax positions taken by SPX FLOW in prior periods, and their recognition resulted in an increase in the Company’s total uncertain tax positions during the quarter. The purchase accounting remains provisional, and the recorded uncertain tax positions may be subject to adjustment during the measurement period as additional information becomes available regarding the underlying tax exposures and related assumptions.

NOTE 7

EARNINGS PER SHARE DATA

The following table provides a reconciliation of the data used in the calculation of basic and diluted earnings per share from continuing operations attributable to ITT.

	Three Months Ended		Nine Months Ended
For the Three Months Ended	April 4,2026	March 29,2025
	September 27,2025	September 28,2024	September 27,2025	September 28,2024
Basic weighted average common shares outstanding	87.2	81.3
Basic weighted average common shares outstanding	78.0	81.6	79.4	81.9
Add: Dilutive impact of outstanding equity awards	0.6	0.4
Add: Dilutive impact of outstanding equity awards	0.4	0.5	0.4	0.5
Diluted weighted average common shares outstanding	87.8	81.7
Diluted weighted average common shares outstanding	78.4	82.1	79.8	82.4
Anti-dilutive shares(a)	0.2	0.1
Anti-dilutive shares(a)	—	—	—	0.1

(a) Anti-dilutive shares related to equity stock unit awards excluded from the computation of diluted earnings per share.

ITT Inc. | Q1 2026 Form 10-Q | 12

NOTE 8

RECEIVABLES, NET

The following table summarizes our receivables and associated allowance for credit losses.

As of the Period Ended	~~September~~April 274,~~2025~~2026		December 31, ~~2024~~2025
Trade accounts receivable	$	~~782~~1,015.97	$	~~672~~737.17
Notes receivable	~~12.~~9.7		147.68
Other	3133.45		3029.51
Receivables, gross	~~827~~1,058.29		~~717~~774.26
Less: Allowance for credit losses	(1820.79)		(1418.25)
Receivables, net	$	~~808~~1,038.50	$	~~703~~756.01

The following table displays a rollforward of our allowance for credit losses on receivables and contract assets.

	September 27,2025		September 28,2024
For the Three Months Ended	April 4,2026		March 29,2025
Total allowance for credit losses - January 1	$	1418.25	$	14.2
Charges to income	42.58		4(0.59)
Write-offs	(10.2)		~~(2.6)~~—
Foreign currency and other	1(0.2)		0.48
Total allowance for credit losses - ending balance	$	1820.79	$	1614.51

NOTE 9

INVENTORIES

The following table summarizes our inventories.

As of the Period Ended

~~September~~April 274,~~2025~~2026

December 31, ~~2024~~2025

Raw materials

~~404~~539.68

~~386~~411.98

Work in process

~~135~~178.75

~~102~~125.12

Finished goods

~~117~~258.91

~~123~~134.39

Inventories

~~658~~976.24

~~612~~671.39

ITT Inc. | Q3Q1 ~~2025~~2026 Form 10-Q | 1713

NOTE 10

OTHER CURRENT AND NON-CURRENT ASSETS

The following table summarizes our other current and non-current assets.

As of the Period Ended	~~September~~April 274,~~2025~~2026		December 31, ~~2024~~2025
Advance payments and other prepaid expenses	$	49100.28	$	5371.45
Current contract assets, net	5178.04		3450.49
Prepaid income taxes	3451.98		2137.98
Other	1924.57		2123.52
Other current assets	$	~~154~~255.67	$	~~131~~183.24
Other employee benefit-related assets	$	~~140~~145.43	$	~~135~~142.23
Operating lease right-of-use assets	83108.67		9280.24
Deferred income taxes	7880.74		7482.04
Equity-method and other investments	4041.38		4841.50
Environmental-related assets	9.4		7.6
Capitalized software costs	11.3		4.6
Capitalized software costs	4.0		5.5
Environmental-related assets	9.8		9.8
Other	2335.36		2124.18
Other non-current assets	$	~~379~~432.79	$	~~384~~385.13

NOTE 11

PLANT, PROPERTY AND EQUIPMENT, NET

The following table summarizes our property, plant, and equipment, net of accumulated depreciation.

Useful life(in years)

~~September~~April 274,~~2025~~2026

December 31, ~~2024~~2025

Machinery and equipment

2 - 10

1,~~414~~536.50

1,~~263~~433.49

Buildings and improvements

5 - 40

~~334~~387.04

~~293~~343.48

Furniture, fixtures and office equipment

3 - 7

8495.24

7386.62

Construction work in progress

6388.3

~~103~~80.01

Land and improvements

2647.94

2526.17

Other

2.79

2.06

Plant, property and equipment, gross

12,~~925~~157.64

1,~~760~~973.53

Less: Accumulated depreciation

(1,~~322~~356.53)

(1,~~183~~346.3)

Plant, property and equipment, net

~~603~~801.1

~~577~~627.20

The following table summarizes our depreciation expense.

	Three Months Ended				Nine Months Ended
For the Three Months Ended	April 4,2026		March 29,2025
	September 27,2025		September 28,2024		September 27,2025		September 28,2024
Depreciation expense	$	26.1	$	21.7
Depreciation expense	$	23.4	$	21.6	$	68.4	$	65.9

~~Government~~ITT ~~Assistance~~Inc. -| ~~Capital~~Q1 ~~Grant~~2026 Form 10-Q | 14

In 2023, a subsidiary in our MT segment entered into an incentive grant agreement with the Italian government related to the expansion of a production facility in Termoli, Italy and an upgrade of research and development capabilities in Barge, Italy. The total grant of 18.3 euros is expected to be received over the next three years beginning in 2025 and is primarily related to capital expenditures and, to a lesser extent, certain research and development activities. During the quarter ended September 27, 2025, we received a capital-related grant of $7.9, which was recorded as a reduction of property, plant and equipment and will be recognized as a reduction to depreciation expense over the life of the related assets.

ITT Inc. | Q3 2025 Form 10-Q | 18

NOTE 12

GOODWILL AND OTHER INTANGIBLE ASSETS, NET

Goodwill

The following table provides a rollforward of the carrying amount of goodwill by segment.

	MotionTechnologies		IndustrialProcess		Connect & ControlTechnologies		Total
	Flow Technologies		MotionTechnologies		Connect & ControlTechnologies		Total
Goodwill - December 31, 2024	$	272.4	$	593.3	$	564.4	$	1,430.1
Goodwill - December 31, 2025	$	663.7	$	281.5	$	566.0	$	1,511.2
Acquired	—		4.2		—		4.2
Acquired(a)	2,313.3		—		—		2,313.3
Adjustments to purchase price allocations	—		—		(0.8)		(0.8)
Foreign exchange translation	(34.4)		(1.7)		(0.5)		(36.6)
Foreign exchange translation	8.5		54.8		2.3		65.6
Goodwill - April 4, 2026	$	2,942.6	$	279.8	$	565.5	$	3,787.9
Goodwill - September 27, 2025	$	280.9	$	652.3	$	565.9	$	1,499.1

(a)Goodwill acquired for our FT segment is related to our acquisition of SPX FLOW, representing the preliminary calculation of excess purchase price over the net assets acquired. Refer to Note 20, Acquisitions, for further information.

Other Intangible Assets, Net

The following table summarizes our other intangible assets, net of accumulated amortization.

	September 27, 2025						December 31, 2024
	April 4, 2026						December 31, 2025
As of the Period Ended	GrossCarryingAmount		Accumulated Amortization		Net Intangibles		GrossCarryingAmount		Accumulated Amortization		Net Intangibles
Customer relationships	$	~~398~~2,469.34	$	(~~111~~132.35)	$	~~287~~2,336.09	$	~~383~~400.86	$	(92117.6)	$	~~291~~283.20
Developed technology	~~113~~453.96		(3035.35)		83418.61		~~105~~114.36		(2332.83)		8182.53
Patents and other	58153.65		(5162.56)		790.19		5658.79		(3554.19)		214.60
Finite-lived intangible total	~~570~~3,076.85		(~~193~~230.16)		~~377~~2,845.79		~~545~~574.81		(~~151~~204.58)		~~394~~369.3
Indefinite-lived intangibles	63392.09		—		63392.09		5963.83		—		5963.83
Other intangible assets	$	~~633~~3,469.84	$	(~~193~~230.16)	$	~~440~~3,238.78	$	~~605~~637.64	$	(~~151~~204.58)	$	~~454~~432.16

The preliminary fair values of intangible assets acquired in connection with the purchase of ~~kSARIA~~SPX FLOW consist of the following:

	Useful life(in years)	Fair value
Customer relationships	1718	$	~~141~~2,070.0
Trade name	Indefinite	26.0
Developed technology	18	340.0
Backlog	1.3	17.0
Trade name	Indefinite	330.0
Other(a)	3 - 7	1.1
Backlog	1	95.0
Total intangible assets acquired		$	~~185~~2,835.10

~~(a)Other~~Customer relationships, developed technology, and other intangible assets ~~for~~are ~~kSARIA~~amortized ~~reflect~~over ~~favorable~~weighted ~~lease~~average lives of approximately 17.7 years, 17.7 years and 2.0 years, respectively. Indefinite-lived intangibles primarily consist of brands and trademarks.

~~The~~ITT ~~following~~Inc. ~~table~~| ~~summarizes~~Q1 ~~our~~2026 ~~amortization~~Form ~~expense related to finite~~10-~~lived~~Q ~~intangible~~| ~~assets.~~15

	Three Months Ended				Nine Months Ended
	September 27,2025		September 28,2024		September 27,2025		September 28,2024
Amortization expense	$	11.1	$	10.6	$	36.7	$	28.7

Estimated amortization expense for each of the remainder of 2026, the four succeeding years, and thereafter is as follows:

ITT Inc. | Q3 2025 Form 10-Q | 19


Remainder of 2026	$	195.7
2027	174.3
2028	161.0
2029	160.7
2030	160.6


2031 and thereafter	1,993.6

NOTE 13

ACCOUNTS PAYABLE, ACCRUED LIABILITIES AND OTHER NON-CURRENT LIABILITIES

The following table summarizes our accrued liabilities and other non-current liabilities.

As of the Period Ended	~~September~~April 274,~~2025~~2026		December 31, ~~2024~~2025
Compensation and other employee-related benefits	$	~~164~~191.14	$	~~155~~178.93
Contract liabilities and other customer-related liabilities	~~218~~324.08		~~153~~220.58
Accrued income taxes and other tax-related liabilities	3777.8		3846.54
Operating lease liabilities	2434.39		2224.64
Accrued warranty costs	2230.20		1623.75
Environmental liabilities and other legal matters	713.90		714.34
Accrued restructuring costs	312.71		23.97
Other	5176.24		4960.85
Accrued and other current liabilities	$	~~529~~760.24	$	~~447~~572.20
Deferred income taxes and other tax-related liabilities	$	83.7	$	64.8
Deferred income taxes and other tax-related liabilities(a)	$	750.8	$	82.5
Operating lease liabilities	6377.58		7360.70
Environmental liabilities	5148.31		5145.10
Compensation and other employee-related benefits	4246.06		3740.07
Other	4156.06		3451.1
Other non-current liabilities	$	~~281~~979.59	$	~~260~~279.73

(a)The increase in deferred tax liabilities primarily relates to purchase accounting adjustments recorded in connection with the acquisition of SPX FLOW. See Note 6, Income Taxes, for additional information.

Supply Chain Financing

The Company has supply chain financing (SCF) programs in place under which participating suppliers may elect to obtain payment from an intermediary. The Company confirms the validity of invoices from participating suppliers and agrees to pay the intermediary an amount based on invoice totals. The majority of amounts payable under these programs are due within 90 to 180 days and are considered commercially reasonable. There are no assets pledged as security or other forms of guarantees provided for the committed payments.

ITT Inc. | Q1 2026 Form 10-Q | 16

The following table displays a rollforward of our supply chain financing obligations which is included within Accounts payable in our Consolidated Condensed Balance Sheets.

	September 27,2025		September 28,2024
	April 4,2026		March 29,2025
Confirmed obligations outstanding at the beginning of the year	$	11.37	$	1911.73
Invoices confirmed in the year	5115.62		4215.30
Payments applied towards invoices	(4718.70)		(~~37.~~9.1)
Foreign currency translation	0.21		0.32
Confirmed obligations outstanding at the end of period	$	159.40	$	2417.4

ITT Inc. | Q3 2025 Form 10-Q | 20

NOTE 14

LEASES

The following table displays our future lease obligations related to non-cancellable operating leases as of April 4, 2026.


2026	$	34.9
2027	27.3
2028	19.6
2029	12.0
2030	7.5
Thereafter	25.2
Total undiscounted future operating lease obligations	126.5
Less: imputed interest	13.8
Present value of future operating lease obligations	$	112.7

NOTE 15

DEBT

The following table summarizes our outstanding debt obligations.

As of the Period Ended	~~September~~April 274,~~2025~~2026		December 31, ~~2024~~2025
Commercial paper	$	~~414~~472.61	$	~~424~~258.50
Current maturities of long-term debt	2.8		2.68
Short-term loans	02.64		0.5
Total short-term borrowings	~~418~~477.03		~~427~~261.63
Non-current maturities of long-term debt	~~577~~3,375.70		~~232~~521.65
Total debt	$	~~995~~3,852.73	$	~~660~~782.28

ITT Inc. | Q1 2026 Form 10-Q | 17

Commercial Paper

The following table presents our outstanding commercial paper borrowings and associated weighted average interest rates as of ~~September~~April 274, ~~2025~~2026 and December 31, ~~2024~~2025.

As of the Period Ended	~~September~~April 274,~~2025~~2026			December 31, ~~2024~~2025
Commercial Paper Outstanding - U.S. Program	$	—264.7		$	~~424.5~~—
Commercial Paper Outstanding - Euro Program	~~414~~207.64			—258.0
Total Commercial Paper Outstanding	$	~~414~~472.61		$	~~424~~258.50
Weighted Average Interest Rate - U.S. Program	—4.17%		%	4N.80A		%
Weighted Average Interest Rate - Euro Program	2.42%			~~N/A~~2.42%

Outstanding commercial paper for both periods had maturity terms less than three months from the date of issuance.

2025 Revolving Credit Agreement

On July 30, 2025, we entered into a revolving credit facility agreement with a syndicate of third-party lenders including U.S. Bank National Association, as administrative agent (the 2025 Revolving Credit Agreement). Upon its effectiveness, the 2025 Revolving Credit Agreement replaced the revolving credit facility agreement that we entered into on August 5, 2021, with a syndicate of third-party lenders including Bank of America, N.A., as administrative agent (the 2021 Revolving Credit Agreement). The 2021 Revolving Credit Agreement was terminated on July 30, 2025 with no outstanding balances remaining. The 2025 Revolving Credit Agreement matures in July 2030 and provides for an aggregate principal amount of up to $1,100. The 2025 Revolving Credit Agreement provides for a potential increase of commitment of up to $550 for a possible maximum of $1,650 in aggregate commitments at the request of the Company and with the consent of the institutions providing such increase of commitments. As of April 4, 2026, there were no outstanding borrowings under the 2025 Revolving Credit Agreement.

The 2025 Revolving Credit Agreement contains customary affirmative and negative covenants that, among other things, will limit or restrict our ability to: incur additional debt or issue guarantees; create certain liens; merge or consolidate with another person; sell, transfer, lease or otherwise dispose of all or substantially all of our assets and liquidate or dissolve. Additionally, the 2025 Revolving Credit Agreement requires us not to permit the ratio of consolidated total indebtedness net of unrestricted cash in excess of $100 to consolidated earnings before interest, taxes, depreciation, amortization and other special, extraordinary, unusual, or non-recurring items (adjusted consolidated EBITDA) (leverage ratio) to exceed 3.50 to 1.00, with a qualified acquisition step up immediately following such qualified acquisition of 4.00 to 1.00 for four quarters, 3.75 to 1.00 for two quarters thereafter, and returning to 3.50 to 1.00 thereafter.

Borrowings under the 2025 Revolving Credit Agreement bear interest at an annual rate equal to, at the Company’s option, either (i) term secured overnight financing rate (Term SOFR) plus a margin ranging from 0.785% to 1.150%, or (ii) an alternate base rate plus a margin ranging from 0.0% to 0.150%, with the applicable margin determined by reference to the Company’s debt ratings set forth in the 2025 Revolving Credit Agreement. There is a commitment fee under the 2025 Revolving Credit Agreement ranging from 0.090% to 0.225% of commitments under the 2025 Revolving Credit Agreement.

~~ITT~~As ~~Inc~~of April 4, 2026, all financial covenants (e.g., |leverage Q3ratio) associated with the 2025 ~~Form~~Revolving ~~10-Q~~Credit |Agreement 21were within the prescribed thresholds.

AsITT ~~of September 27, 2025, all financial covenants (e~~Inc.~~g.,~~ ~~leverage~~| ~~ratio)~~Q1 ~~associated~~2026 ~~with~~Form ~~the~~10-Q ~~2025~~| ~~Revolving Credit Agreement were within the prescribed thresholds.~~18

Long-Term Debt

The following table provides the future maturities and associated interest rates related to the outstanding long-term debt as of April 4, 2026:


Description	Maturity Date	Interest Rate	Amount
2025 Term Loan Credit Agreement	2027-04-30	4.66%	$	505.0
2026 Delayed Draw Term Loan (DDTL)	2028-03-02	4.79%	2,875.0
Other(a)			4.8
Total maturities of long-term debt			3,384.8
Unamortized debt issuance costs			(7.0)
Total long-term debt, net of issuance costs			$	3,377.8

(a)Other long-term debt primarily includes indentures with the Italian government with maturity dates through 2029 and interest rates ranging between 0% and 3.85%.

2026 DDTL Credit Agreement

On February 18, 2026, the Company entered into a credit agreement (the 2026 DDTL Credit Agreement) among the Company, as borrower, certain of its subsidiaries, as co-borrowers, each lender from time to time party thereto, and U.S. Bank National Association, as the administrative agent, sole lead arranger and sole bookrunner.

The 2026 DDTL Credit Agreement provides for delayed draw term loan commitments (the DDTL Commitments) in an aggregate principal amount of $2,875, which may be drawn, on up to two occasions, to finance the Company’s acquisition of SPX FLOW. The DDTL Commitments expire on September 11, 2026 to the extent such DDTL Commitments are undrawn or have not otherwise been terminated prior to such date. An unused commitment fee on the daily unused portion of the DDTL Commitments will accrue at a rate per annum equal to 0.10% during the period from and including May 3, 2026 until the earlier of (i) the date on which the DDTL Loans (as defined below) are fully funded and (ii) the date on which the DDTL Commitments terminate or expire.

The loans drawn under the 2026 DDTL Credit Agreement (the DDTL Loans) will mature in March 2028, which is two years from the date of the first borrowing of the DDTL Loans. Total outstanding borrowings under the DDTL Loans were $2,875.0, as of April 4, 2026.

The DDTL Loans will bear interest at rate per annum equal to, at the Company’s option, either (i) Term SOFR plus a margin ranging from 1.00% to 1.50%, or (ii) an alternate base rate plus a margin ranging from 0.0% to 0.50%, with the applicable margin determined by reference to the Company’s debt ratings as set forth in the 2026 DDTL Credit Agreement. The DDTL Loans may be prepaid by the Company at any time, in whole or in part, without penalty or premium, subject to certain customary conditions.

The 2026 DDTL Credit Agreement contains affirmative and negative covenants customary for a facility of this type that, among other things, limit or restrict the ability of the Company and its subsidiaries to incur additional debt or liens, merge or consolidate with another person, sell, transfer, lease or otherwise dispose of assets, or liquidate or dissolve, in each case, subject to baskets and thresholds set forth in the 2026 DDTL Credit Agreement. Additionally, the 2026 DDTL Credit Agreement requires the Company to comply with a maximum ratio of net consolidated total indebtedness to consolidated adjusted EBITDA of 3.50 to 1.00 (which maximum ratio may be increased for certain periods following the consummation of certain material acquisitions). The 2026 DDTL Credit Agreement also includes customary events of default, including failure to pay principal, interest or fees when due, failure to comply with covenants, any representation or warranty made by the Company or any of its subsidiaries being false in any material respect, default under certain other material indebtedness, certain insolvency events affecting the Company or any of its material subsidiaries, certain ERISA events, material judgments and a change in control, in each case, subject to cure periods and thresholds where customary.

ITT Inc. | Q1 2026 Form 10-Q | 19

2025 Term Loan Credit Agreement

The 2025 Term Loan Credit Agreement has a maturity of two years and provides for a term loan of $750. Proceeds of the term loan were applied to pay down the Company’s U.S. commercial paper capacity and for other general corporate purposes, including working capital needs. During the first ~~nine~~three months of ~~2025~~2026, the Company made loan repayments of $~~175~~15.0. Total outstanding borrowings under the Amended 2025 Term Loan Credit Agreement were $505.0, as of April 4, 2026.

Borrowings under the 2025 Term Loan Credit Agreement, as amended, bear interest at an annual rate equal to, at the Company’s option, either (i) ~~term~~Term SOFR plus a margin ranging from 0.875% to 1.375%, or (ii) an alternate base rate plus a margin ranging from 0.0% to 0.375%, with the applicable margin determined by reference to the Company’s debt ratings set forth in the 2025 Term Loan Credit Agreement. The loans under the 2025 Term Loan Credit Agreement may be prepaid by the Company at any time, in whole or in part, without penalty or premium, subject to certain conditions.

The 2025 Term Loan Credit Agreement contains customary affirmative and negative covenants that, among other things, will limit or restrict our ability to: incur additional debt or issue guarantees; create certain liens; merge or consolidate with another person; sell, transfer, lease or otherwise dispose of assets; and liquidate or dissolve. Additionally, the 2025 Term Loan Credit Agreement requires us not to permit the ratio of consolidated total indebtedness to consolidated earnings before interest, taxes, depreciation, amortization and other special, extraordinary, unusual, or non-recurring items (adjusted consolidated EBITDA) (leverage ratio) to exceed 3.50 to 1.00, with a qualified acquisition step up immediately following such qualified acquisition of 4.00 to 1.00 for four quarters, 3.75 to 1.00 for two quarters thereafter, and returning to 3.50 to 1.00 thereafter.

~~Total~~SPX ~~outstanding~~FLOW ~~borrowings~~Senior ~~under~~Notes ~~the~~due ~~2025 Term Loan Credit Agreement were $575.0, as of September 27, 2025. The following table provides the future maturities related to the outstanding balance as of September 27, 2025.~~2030

2025	—
2026	—
April 2027	$	575.0
Total maturities	$	575.0

In connection with the SPX FLOW acquisition, ITT assumed the aggregate principal amount of $500 of 8.75% senior unsecured notes due in April 2030 (the Senior Notes). The Senior Notes were issued pursuant to an indenture, dated as of April 5, 2022, by SPX FLOW, the subsidiary guarantors named therein, and Wilmington Trust, National Association, as trustee of the Senior Notes. The Senior Notes were offered in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the Securities Act), and to certain non-U.S. persons in transactions outside of the United States in reliance on Regulation S under the Securities Act. During the first quarter of 2026, ITT paid $532.80 to extinguish the Senior Notes, including $21.9 of accrued interest and $10.9 of premium, which resulted in a gain on extinguishment of $1.8.

~~kSARIA~~NOTE 16 ~~Credit Agreement~~

On September 12, 2024, the Company entered into a credit agreement (the kSARIA Credit Agreement) among the Company, as borrower, each lender from time-to-time party thereto, and U.S. Bank National Association, as the administrative agent, sole lead arranger and sole bookrunner.

The kSARIA Credit Agreement had a maturity of three years and provided for a term loan of $464.0, which had been borrowed and was used to finance the Company’s acquisition of kSARIA on September 12, 2024. During the first quarter of 2025, the Company made loan repayments of $229.0 representing the remaining outstanding balance on the kSARIA Credit Agreement, and the kSARIA Credit Agreement was terminated.

ITT Inc. | Q3 2025 Form 10-Q | 22

NOTE 15

LONG-TERM INCENTIVE EMPLOYEE COMPENSATION

Our long-term incentive plan (LTIP) costs are primarily recorded within general and administrative expenses in our Consolidated Condensed Statements of Operations. The following table summarizes our LTIP costs.

	Three Months Ended				Nine Months Ended
For the Three Months Ended	April 4,2026		March 29,2025
	September 27,2025		September 28,2024		September 27,2025		September 28,2024
Equity-based awards	$	9.0	$	7.9
Equity-based awards	$	10.4	$	6.1	$	27.4	$	19.8
Liability-based awards	2.0		0.7
Liability-based awards	0.7		0.7		2.2		2.0
Total share-based compensation expense	$	11.0	$	8.6
Total share-based compensation expense	$	11.1	$	6.8	$	29.6	$	21.8

As of ~~September~~April 274, ~~2025~~2026, there was $5687.12 of total unrecognized compensation cost related to non-vested equity awards. This cost is expected to be recognized ratably over a weighted-average period of 2.02 years. Additionally, unrecognized compensation cost related to liability-based awards was $46.01, which is expected to be recognized ratably over a weighted-average period of 12.92 years.

~~Year-to-Date~~ITT ~~2025~~Inc. ~~LTIP~~| ~~Activity~~Q1 ~~(Equity~~2026 Form 10-~~based~~Q ~~Awards)~~| 20

~~The majority of our LTIP awards are granted during the first quarter of each year and have three~~Year-~~year service periods. The majority of these awards either vest equally each year or at the completion of the three~~to-~~year~~Date ~~service~~2026 ~~period. During the nine months ended September 27, 2025, we granted the following~~ LTIP ~~awards~~Activity as(Equity-based ~~provided in the table below:~~Awards)

	# of Awards Granted	Weighted Average Grant Date Fair Value Per Share
Restricted stock units (RSUs)	0.2	$	136.03
Performance stock units (PSUs)	0.1	$	148.16

The majority of our LTIP awards are granted during the first quarter of each year and have three-year service periods. The majority of these awards either vest equally each year or at the completion of the three-year service period. During the three months ended April 4, 2026, we granted the following LTIP awards as provided in the table below:

During the nine months ended September 27, 2025 and September 28, 2024, a nominal amount of non-qualified stock options were exercised resulting in proceeds of $0.9 and $0.2, respectively. During the nine months ended September 27, 2025 and September 28, 2024, RSUs of 0.1 and 0.1, respectively, vested and were issued. During the nine months ended September 27, 2025 and September 28, 2024, PSUs of 0.1 and 0.1 that vested on December 31, 2024 and 2023, respectively, were issued.


	# of Awards Granted	Weighted Average Grant Date Fair Value Per Share

Restricted stock units (RSUs)(a)	0.1	$	197.70
Performance stock units (PSUs)	0.1	$	219.28

~~NOTE 16~~(a)Includes the CEO Retention Plan grant awarded on March 4, 2026 with a grant date fair value of $7.0.

During the three months ended April 4, 2026 and March 29, 2025, a nominal amount of non-qualified stock options were exercised resulting in proceeds of $0.1 and $0.6, respectively. During the three months ended April 4, 2026 and March 29, 2025, RSUs of 0.1 and 0.1, respectively, vested and were issued. During the three months ended April 4, 2026 and March 29, 2025, PSUs of 0.1 and 0.1 that vested on December 31, 2025 and 2024, respectively, were issued.

NOTE 17

CAPITAL STOCK

On ~~October~~March 42, ~~2023~~2026, the ~~Board~~Company ofissued ~~Directors~~3.84 ~~approved~~shares anof ~~indefinite~~ITT ~~term~~common $1stock,~~000~~ ~~open-market~~representing ~~share~~$777.2 ~~repurchase~~of ~~program (~~the ~~2023~~consideration ~~Plan).~~for ~~The~~the ~~following~~SPX ~~table~~FLOW ~~summarizes~~acquisition. ~~our~~The ~~share~~shares ~~repurchase~~were ~~activity~~issued ~~during~~in ~~the~~a ~~three~~private ~~and~~placement ~~nine~~exempt ~~months~~from ~~ended~~registration ~~September 27,~~under ~~2025~~Section ~~and~~4(a)(2) ~~September 28,~~of ~~2024,~~the ~~respectively~~Securities Act.

	Three Months Ended				Nine Months Ended
	September 27,2025		September 28,2024		September 27,2025		September 28,2024
Shares repurchased and retired	—		0.2		3.7		0.8
Cost of share repurchases	$	—	$	25.0	$	504.9	$	104.0

On October 4, 2023, the Board of Directors approved an indefinite term $1,000 open-market share repurchase program (the 2023 Plan). The following table summarizes our share repurchase activity during the three months ended April 4, 2026 and March 29, 2025, respectively.

There was $475 of remaining capacity left under the 2023 Plan as of September 27, 2025.



For the Three Months Ended	April 4, 2026		March 29, 2025
Shares repurchased and retired	0.5		0.7
Cost of share repurchases	$	100.7	$	100.8

There was $355 of remaining capacity left under the 2023 Plan as of April 4, 2026.

Separate from the open-market share repurchase program, the Company withholds shares of common stock in settlement of employee tax withholding obligations due upon the vesting of equity-based compensation awards.

ITT Inc. | Q3 2025 Form 10-Q | 23

The following table summarizes Company share withholdings related to net shares settlement of stock incentive plans.

	Three Months Ended				Nine Months Ended
For the Three Months Ended	April 4,2026		March 29,2025
	September 27,2025		September 28,2024		September 27,2025		September 28,2024
Shares withheld for taxes related to net share settlement of stock incentive plans	0.1		0.1
Shares withheld for taxes related to net share settlement of stock incentive plans	—		—		0.1		0.1
Payments for taxes related to net share settlement of stock incentive plans	$	19.8	$	13.0
Payments for taxes related to net share settlement of stock incentive plans	$	0.3	$	0.3	$	13.7	$	13.2

~~NOTE 17~~ITT Inc. | Q1 2026 Form 10-Q | 21

NOTE 18

COMMITMENTS AND CONTINGENCIES

From time to time, we are involved in litigation, claims, government inquiries, investigations and proceedings, including but not limited to those relating to environmental exposures, intellectual property matters, personal injury claims, product liabilities, regulatory matters, commercial and government contract issues, employment and employee benefit matters, commercial or contractual disputes, and securities matters.

Although the ultimate outcome of any legal matter cannot be predicted with certainty, based on present information, including our assessment of the merits of the particular claim, as well as our current reserves and insurance coverage, we do not expect that such legal proceedings will have any material adverse impact on our financial statements, unless otherwise noted below. However, there can be no assurance that an adverse outcome in any of the proceedings described below will not result in material fines, penalties or damages, changes to the Company's business practices, loss of (or litigation with) customers or a material adverse effect on our financial statements.

Environmental Matters

In the ordinary course of business, we are subject to federal, state, local, and foreign environmental laws and regulations. We are responsible, or are alleged to be responsible, for ongoing environmental investigation and site remediation. These sites are in various stages of investigation or remediation and in many of these proceedings our liability is considered de minimis. We have received notification from the U.S. Environmental Protection Agency, and from similar state and foreign environmental agencies, that a number of sites formerly or currently owned or operated by ITT, and other properties or water supplies that may be or have been impacted from those operations, contain disposed or recycled materials or wastes and require environmental investigation or remediation. These sites include instances where we have been identified as a potentially responsible party under federal and state environmental laws and regulations.

The following table provides a rollforward of our estimated environmental liability.

For the Nine Months Ended	September 27,2025		September 28,2024
For the Three Months Ended	April 4,2026		March 29,2025
Environmental liability - beginning balance	$	5456.91	$	5654.09
Change in estimates for pre-existing accruals:
Change in estimates for pre-existing accruals	1.7		0.2
Continuing operations	0.9		0.3
Acquired	2.5		—
Discontinued operations	2.6		0.3
Payments	(0.8)		(0.7)
Payments	(3.8)		(2.7)
Foreign currency	0.1		0.1
Foreign currency	0.4		—
Environmental liability - ending balance	$	59.6	$	54.5
Environmental liability - ending balance	$	55.0	$	53.9

Environmental-related assets, including estimated recoveries from insurance providers and other third parties, were $910.93 ~~and $8.1~~ as of ~~September~~April 274, ~~2025~~2026 and December 31, ~~2024, respectively~~2025.

ITT Inc. | Q3 2025 Form 10-Q | 24

The following table illustrates the reasonably possible high range of estimated liability and number of active sites.

As of the Period Ended	~~September~~April 274,~~2025~~2026		December 31, ~~2024~~2025
High-end estimate of environmental liability	$	96100.37	$	9597.93
Number of open environmental sites	2627		26

As actual costs incurred at identified sites in future periods may vary from our current estimates given the inherent uncertainties in evaluating environmental exposures, management believes it is possible that the outcome of these uncertainties may have a material adverse effect on our financial statements.

~~NOTE~~ITT 18Inc. | Q1 2026 Form 10-Q | 22

NOTE 19

DERIVATIVE FINANCIAL INSTRUMENTS

The Company is exposed to various market risks relating to its ongoing business operations. From time to time, we use derivative financial instruments to mitigate our exposure to certain of these risks, including foreign exchange rate fluctuations. By using derivatives, the Company is further exposed to credit risk. Our exposure to credit risk includes the counterparty’s failure to fulfill its financial obligations under the terms of the derivative contract. The Company attempts to minimize its exposure by avoiding concentration risk among its counterparties and by entering into transactions with creditworthy counterparties.

Foreign Currency Derivative Contracts

The Company enters into foreign currency forward or option contracts to mitigate foreign currency risk associated with transacting with international customers, suppliers, and subsidiaries. The notional amounts and fair values of our outstanding foreign currency derivative contracts, which are recorded within Other current assets in our Consolidated Condensed Balance Sheets, were as follows:

As of the Period Ended	~~September~~April 274,~~2025~~2026		December 31, ~~2024~~2025
Notional amount (U.S. dollar equivalent)	$	~~263~~349.27	$	~~155~~201.85
Fair value of foreign currency derivative contracts(a)	$	04.96	$	20.95

(a) Our foreign currency derivative contracts are classified within Level 2 of the fair value hierarchy because these contracts are not actively traded and the valuation inputs are based on market observable data of similar instruments.

Gains or losses arising from changes in fair value of our foreign currency derivative contracts are recorded within General and administrative expenses in our Consolidated ~~Condensed~~ Statements of Operations,. ~~and~~The cash flow impact upon settlement of our foreign currency derivative contracts is included in operating activities in our Consolidated Statements of Cash Flows. The financial statement impact from foreign currency derivative contracts were as follows:

	Three Months Ended				Nine Months Ended
For the Three Months Ended	April 4,2026		March 29,2025
	September 27,2025		September 28,2024		September 27,2025		September 28,2024
Gain/(loss) on foreign currency derivative contracts(a)	$	1.7	$	(3.1)
Gain/(loss) on foreign currency derivative contracts(a)	$	(0.9)	$	(1.8)	$	(1.3)	$	(5.2)
Cash inflow from foreign currency derivative contracts	$	0.9	$	1.9

(a) None of our derivative contracts were designated as hedging instruments under ASC 815 - Derivatives & Hedging.

~~The~~NOTE cash flow impact upon settlement of our foreign currency derivative contracts is included in operating activities in our Consolidated Condensed Statements of Cash Flows. During the nine months ended September 27, 2025 and September 28, 2024, net cash inflows/(outflows) from foreign currency derivative contracts were $4.7 and ($3.4), respectively.20

ITT Inc. | Q3 2025 Form 10-Q | 25

NOTE 19

ACQUISITIONS AND DIVESTITURES

Acquisition of ~~kSARIA~~SPX FLOW

On ~~September~~March 122, ~~2024~~2026, we completed the acquisition of 100% of ~~the~~SPX ~~privately~~FLOW ~~held~~pursuant ~~stock~~to ofthe ~~kSARIA~~Membership ~~for~~Interest aPurchase ~~purchase~~Agreement, ~~price~~dated ofDecember ~~$460.1~~4, ~~net~~2025, ofwith ~~cash~~LSF11 ~~acquired~~Redwood ~~and~~Parent, ~~including~~L.P. ~~deferred~~(the ~~consideration~~Purchase ~~of $4~~Agreement).5 ~~expected~~SPX toFLOW beis ~~paid~~a inprovider ~~2025.~~of ~~kSARIA~~highly isengineered aequipment ~~leading~~and ~~manufacturer~~process oftechnologies ~~mission-critical~~serving ~~cable~~industrial, ~~assembly~~chemical, energy, nutrition and ~~networking~~health ~~application~~and ~~solutions~~personal ~~primarily~~care ~~for~~markets. ~~the~~Its ~~aerospace~~portfolio ~~and~~includes ~~defense~~brands ~~market.~~and ~~kSARIA~~equipment isdesigned ~~headquartered~~to inimprove ~~New~~process ~~Hampshire~~efficiency, ~~with~~product quality and operational performance for customers worldwide. SPX FLOW’s approximately 13,~~000~~900 employees ~~across~~bring ~~five~~engineering ~~manufacturing~~expertise ~~sites~~and incustomer ~~the~~intimacy ~~U.S.~~that ~~and~~we ~~one~~believe inwill ~~Mexico.~~support ~~kSARIA~~long‑standing relationships and ~~its~~help ~~acquired~~drive ~~subsidiaries~~recurring ~~generated~~aftermarket ~~sales~~value ofacross ~~approximately~~a ~~$175~~large ininstalled ~~2023~~base. ~~Subsequent~~SPX toFLOW, ~~the~~which ~~acquisition~~generated revenue of $1,340 ~~kSARIA’s~~during ~~financial~~2025, ~~results~~will ~~are~~be reported within our ~~CCT~~FT segment.

The ~~assets~~total ~~acquired~~preliminary ~~and~~acquisition ~~liabilities~~consideration ~~assumed~~of ~~for~~$4,309.9, ~~the~~net ~~kSARIA~~of ~~acquisition~~cash ~~were~~acquired, ~~recorded~~was atfunded ~~fair~~through ~~value~~a ~~and~~combination ~~are~~of ~~shown~~cash inand ~~the~~equity. ~~table~~The ~~below,~~final ~~including~~consideration ~~final~~is ~~adjustments~~subject to ~~the~~a ~~preliminary~~customary ~~purchase~~working ~~price~~capital ~~during the nine months ended September 27, 2025~~adjustment. The ~~impact~~following totable summarizes the ~~current~~preliminary ~~period~~purchase ~~income~~consideration ~~statement~~transferred ~~resulting~~in ~~from~~connection with the ~~adjustments was not material.~~acquisition:

Allocation of Purchase Price	Preliminary 12/31/2024		YTD 2025 Adjustment		Final9/27/2025
Cash, net of cash acquired	$	3,532.7
Receivables	$	26.7	$	(0.3)	$	26.4
ITT equity value of shares issued(a)	777.2
Inventory	48.0		(9.6)		38.4
Total purchase consideration	$	4,309.9
Plant, property and equipment	9.4		(0.3)		9.1
Goodwill(a)	244.3		(0.8)		243.5
Other intangible assets	185.1		—		185.1
Other assets	10.3		(0.3)		10.0
Accounts payable and accrued liabilities	(28.5)		(2.0)		(30.5)
Other liabilities	(30.5)		11.6		(18.9)
Contract liabilities	(3.0)		—		(3.0)
Net assets acquired	$	461.8	$	(1.7)	$	460.1

(a) ~~Goodwill~~Fair ~~acquired~~value ~~with kSARIA is primarily attributable to the complementary nature~~ of ~~its~~shares ~~product~~issued ~~portfolio~~is tobased ~~ITT’s~~on ~~existing~~3.8 ~~connectors~~shares ~~portfolio~~issued ~~and~~at isa ~~not~~price ~~expected~~of to$202.41 beper ~~deductible for income tax purposes~~share.

~~Acquisition~~ITT ofInc. ~~Svanehøj~~ | Q1 2026 Form 10-Q | 23

The Onprimary ~~January~~areas ~~19,~~of ~~2024,~~ the ~~Company~~purchase ~~completed~~price allocations that are not yet finalized relate to the ~~acquisition~~valuation of ~~100%~~certain oftangible ~~the~~and ~~privately~~intangible ~~held~~assets, ~~stock~~liabilities, ofincome ~~Svanehøj~~tax, ~~for~~and aresidual goodwill, which represents the excess of the purchase price over the fair value of ~~$407.6,~~the net oftangible ~~cash~~and ~~acquired~~other ofintangible ~~$28~~assets acquired.0. ~~Svanehøj~~The isCompany aexpects ~~Denmark-based~~to ~~supplier~~obtain the information necessary to finalize fair value of ~~pumps~~the net assets and ~~related~~liabilities ~~aftermarket~~during ~~services~~the ~~with~~measurement ~~leading~~period, ~~positions~~not into ~~cryogenic~~exceed ~~applications~~one ~~for~~year from the ~~marine~~acquisition ~~sector~~date. ~~Svanehøj~~Changes ~~employs~~to ~~approximately~~the ~~400~~preliminary ~~employees~~estimates ~~and~~of ~~has~~the ~~operations~~fair invalue ~~Denmark,~~during ~~Singapore~~the ~~and~~measurement ~~France.~~period ~~Svanehøj~~will ~~had~~be ~~sales~~recorded ofas ~~approximately~~adjustments ~~$148~~to inthose ~~2023.~~assets ~~Subsequent~~and toliabilities ~~the~~with ~~acquisition,~~a ~~Svanehøj’s~~corresponding ~~financial~~adjustment ~~results~~to ~~are~~goodwill ~~reported~~in ~~within~~the ~~our~~period IPthey ~~segment~~occur.

~~Pro~~The ~~forma~~assets ~~results~~acquired ofand ~~operations~~liabilities ~~have~~assumed ~~not~~for ~~been~~the ~~presented~~SPX ~~because~~FLOW ~~the~~acquisition ~~acquisitions~~ were ~~not~~recorded ~~deemed~~at ~~significant~~fair asvalue ofand are shown in the ~~acquisition~~table ~~date~~below.

Divestiture of Wolverine Business


Allocation of Purchase Price	Preliminary
Receivables	$	210.6
Inventory	264.3
Plant, property and equipment	186.3
Goodwill(a)	2,313.3
Other intangible assets	2,835.0
Other assets	134.3
Accounts payable and accrued liabilities	(280.8)
Contract liabilities	(96.2)
Deferred tax liability	(616.6)
Long-term debt	(531.3)
Other liabilities	(109.0)
Net assets acquired	$	4,309.9

In(a) Goodwill ~~July~~acquired ~~2024,~~with ~~the~~SPX ~~Company~~FLOW ~~sold~~is ~~its~~primarily ~~Wolverine~~attributable ~~business,~~to ~~formerly~~the ~~part~~complementary nature of SPX FLOW’s product portfolio to ITT’s existing industrial flow equipment and services portfolio and our ITT’s expansion in the MThealth ~~segment,~~and ~~for~~nutrition ~~$171~~sector.0, ~~recognizing~~Goodwill ais ~~pre-tax~~not ~~gain~~expected ofto ~~$47.8.~~be deductible for income tax purposes

~~ITT~~The ~~Inc~~amounts of sales and net loss from continuing operations before income taxes of SPX FLOW since the acquisition date, included in the Consolidated Statement of Operations for the three months ended April 4, 2026 are $149.3 |and Q3$5.8 ~~2025~~million, ~~Form~~respectively. ~~10-Q~~Transaction |expenses 26to complete the acquisition of $49.2 were recognized within general and administrative expenses during the three months ended April 4, 2026.

Pro Forma Financial Information

The following table summarizes the condensed combined results of operations of the Company for the three months ended on April 4, 2026 and March 29, 2025, assuming the SPX FLOW acquisition had occurred on January 1, 2025.


For the Three Months Ended	April 4, 2026		March 29, 2025
Revenue	$	1,397.6	$	1,206.9
Net Income attributable to the combined entities	$	72.9	$	(11.1)

The unaudited pro forma results are for informational purposes only and are not necessarily indicative of the actual results of operations that might have occurred had the acquisition occurred on January 1, 2025, nor are they necessarily indicative of future results. The unaudited pro-forma information for all periods presented includes the following adjustments, where applicable, for business combination accounting effects resulting from the acquisition: (i) the impact of the fair value step up in inventory, (ii) additional depreciation and amortization expense related to property, plant and equipment and finite-lived intangible assets acquired, (iii) repayment of SPX FLOW’s indebtedness, (iv) additional interest expense related to financing for the acquisition, (v) transaction expenses, and (vi) the related tax effects assuming that the business combination occurred on January 1, 2025.

The unaudited pro-forma consolidated information for the quarter ended March 29, 2025 includes nonrecurring expenses of $49.2 related to transaction costs, $44.1 related to the step-up of inventory to fair value, and $23.8 of backlog amortization.

ITT Inc. | Q1 2026 Form 10-Q | 24

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(In millions, except per share amounts, unless otherwise stated)

OVERVIEW

ITT Inc., through its worldwide subsidiaries, is a diversified manufacturer of highly engineered critical components and customized technology solutions for the transportation, industrial, energy, and ~~energy~~health and nutrition markets. We manufacture components that are integral to the operation of systems and manufacturing processes in these key markets. Our products enable functionality for applications where reliability and performance are critically important to our customers and the users of their products.

Our businesses share a common, repeatable operating model centered on our engineering capabilities. Each business applies its technology and engineering expertise to solve our customers’ most pressing challenges. Our applied engineering provides a valuable business relationship with our customers given the critical nature of their applications. This in turn provides us with unique insight to our customers’ requirements and enables us to develop solutions to assist our customers in achieving their business goals. Our technology and customer intimacy produce opportunities to capture recurring revenue streams, aftermarket opportunities and long-lived platforms from original equipment manufacturers (OEMs).

Our product and service offerings are organized into three reportable segments: ~~Motion~~Flow Technologies (MTFT), ~~Industrial~~Motion ~~Process~~Technologies (IPMT), and Connect & Control Technologies (CCT). Flow Technologies, formerly Industrial Process, was renamed following our acquisition of SPX FLOW to reflect the expanded scale and capabilities of the combined operations. See Note 3, Segment Information, to the Consolidated Condensed Financial Statements for a summary description of each segment. Additional information is also available in our ~~2024~~2025 Annual Report within Part I, Item 1, “Description of Business.”

All comparisons included within Management’s Discussion and Analysis of Financial Condition and Results of Operations refer to the comparable three ~~and nine~~ months ended ~~September~~March 2829, ~~2024~~2025, unless stated otherwise.

Effective January 1, ~~2025~~2026, the Company ~~changed~~is ~~its~~presenting ~~method~~intangible ofamortization ~~determining~~as ~~the~~a ~~cost~~separate ~~for~~line ~~certain~~item ~~inventories~~within ~~from~~the aconsolidated ~~last-in,~~statements ~~first-out~~of ~~(LIFO)~~operations to ~~first-in,~~enhance ~~first~~transparency ~~out~~and ~~(FIFO) for all inventories previously accounted for under LIFO~~comparability. For additional information on the change in ~~accounting principle~~presentation, refer to Note 1, Description of Business and Basis of Presentation. Management’s discussion and analysis of the financial condition and results of operations have been adjusted to reflect the change in ~~accounting principle~~presentation.

ITT Inc. | Q1 2026 Form 10-Q | 25

Global Macroeconomic Conditions

~~Tariff~~Global ~~Pressures~~macroeconomic conditions continue to evolve against a backdrop of geopolitical uncertainty and ~~Uncertainty~~shifting market demands. While these dynamics created areas of variability, the Company continued to apply disciplined execution and strategic investment across its businesses. For the remainder of 2026, we expect demand to remain firm, but with variation between industrial end markets. In addition, changes in geopolitical and energy market risk, tariffs and trade policies, workforce availability and cost, technology transformation and cost inflation are factors that we are watching that may impact our performance going forward.

InGeopolitical ~~early~~and ~~2025,~~Energy ~~the~~Market ~~U.S.~~Risk: ~~government~~Geopolitical ~~announced or extended tariffs on a range of imported goods~~developments, including ~~certain~~heightened ~~industrial~~tensions ~~components~~ and ~~raw~~active ~~materials,~~conflict asin ~~part~~the ofMiddle ~~ongoing~~East, ~~trade~~may ~~actions~~impact ~~involving~~global ~~China~~supply ~~and~~chains, ~~other~~energy ~~countries.~~pricing ~~In response~~trends, ~~a number of countries including China~~ and ~~several~~defense‑related ~~key U~~procurement.S. ~~trading~~In ~~partners~~particular, ~~implemented~~the ordeveloping ~~expanded retaliatory tariffs on various~~ U.S.~~-origin~~ ~~goods.~~military ~~While~~conflict ~~certain~~with ~~U.S.~~Iran, ~~tariff~~along ~~rates~~with ~~were~~the ~~subsequently~~closure ~~paused~~of orthe ~~reduced~~Strait ~~for~~of ~~a limited period under ongoing trade negotiations~~Hormuz, ~~the~~has ~~overall tariff environment remains fluid. These trade measures have~~ contributed to increased volatility in global energy markets and ~~heightened~~higher ~~uncertainty~~oil ~~regarding~~and ~~international~~natural ~~trade~~gas ~~policies~~prices. AsThese adynamics ~~result,~~may weinfluence ~~are~~customer ~~experiencing~~investment ~~greater~~decisions, ~~complexity~~project ~~and~~timing, ~~uncertainty~~logistics incosts, ~~managing~~and ~~our~~overall ~~cost~~market ~~structure,~~conditions ~~sourcing~~across ~~strategies~~certain ~~and~~end ~~global supply chain~~markets. ~~The~~At ~~tariffs have~~ the ~~potential~~same totime, ~~increase~~ our ~~input~~growing ~~costs~~presence ~~and~~in ~~may~~critical ~~affect~~flow ~~the~~technologies, ~~pricing~~energy‑related applications, and ~~competitiveness~~resilient ofaftermarket ~~some~~channels ofhelps ~~our~~balance ~~products,~~exposure ~~particularly~~to ~~those~~near‑term ~~that~~volatility. ~~rely~~Additionally, onselect ~~imported~~programs ~~materials~~within orCCT ~~components.~~may ~~While~~benefit wefrom ~~have~~sustained ~~not~~or ~~experienced~~increased ainvestments ~~material~~in ~~impact~~defense, ~~on our business to date~~security, ~~we are continuing to evaluate the situation~~ and ~~assess~~national ~~mitigation~~infrastructure. ~~strategies~~Overall, ~~including~~our ~~supply~~continued ~~chain~~portfolio ~~adjustments~~evolution and ~~pricing~~diversified ~~actions.~~end‑market ~~The~~exposure ~~ultimate~~are ~~impact~~intended ofto ~~these~~enhance ~~tariffs~~durability ~~on our operations~~ and ~~financial~~adaptability ~~results~~across ismacroeconomic ~~currently uncertain~~ and ~~will~~geopolitical ~~depend on the scope, duration, and potential expansion or expiration of the measures implemented~~cycles.

~~Inflationary~~Tariffs ~~Pressures~~and Trade Policies: Ongoing tariff regimes and changes in global trade frameworks may influence input costs and sourcing patterns. Trade policy volatility has remained elevated; however, recent legal developments, including a U.S. Supreme Court decision invalidating certain tariffs imposed in prior administrations, have introduced increased clarity into the trade environment. In response, the U.S. government has established programs to allow eligible companies to seek refunds of previously paid tariffs, and we are currently pursuing recovery under applicable refund mechanisms, where appropriate. The timing and ultimate amount of any recovery remain uncertain.

~~Inflationary~~Workforce ~~pressures,~~Availability ~~driven~~and byCost: ~~factors~~Labor ~~such~~markets asremain ~~supply~~tight ~~chain~~in ~~disruptions~~certain ~~and~~geographies ~~the ongoing Russia-Ukraine~~ and ~~broader Middle East conflicts~~functions, ~~have~~particularly ~~continued~~for ~~into~~specialized ~~2025~~technical and ~~have~~engineering ~~led~~roles, toalthough ~~increased~~availability ~~prices~~has ~~for~~improved ~~energy~~modestly ~~and raw materials we use~~ in ~~our~~some ~~production~~regions ~~processes, including commodities such~~ as ~~steel,~~workforce ~~oil,~~participation ~~copper~~ and ~~tin. Additionally,~~hiring ~~the~~conditions ~~manufacturing~~have ~~industry~~adjusted. ~~continues~~Wage toinflation ~~experience a skilled labor shortage, which~~ has ~~created~~moderated ~~difficulties~~relative into ~~attracting~~prior ~~and~~periods ~~retaining~~but ~~factory~~continues ~~employees~~to ~~and~~exceed ~~has~~historical ~~resulted~~norms in ~~higher~~select ~~labor costs~~locations. We ~~have~~continue ~~been able~~ to ~~offset~~address ~~most of~~ these ~~impacts~~dynamics through ~~pricing~~targeted ~~actions~~talent development, workforce planning, and ~~productivity~~selective ~~savings~~automation, which weenhance ~~continue~~productivity towhile ~~pursue.~~supporting ~~Future~~high ~~impacts~~levels onof ~~our~~quality, ~~business~~safety, and ~~financial~~on‑time ~~results~~delivery. asThese ainitiatives ~~result~~strengthen ofour ~~these~~long‑term ~~conditions~~operational ~~are~~capabilities ~~not~~and ~~estimable~~support atsustainable growth across varying demand environments.

~~ITT~~Technology ~~Inc~~Transformation: Advancements in automation, data analytics, artificial intelligence, and digital manufacturing platforms continue to accelerate across industrial markets. |We Q3view ~~2025~~this ~~Form~~shift ~~10-Q~~as |an 27opportunity to further enhance efficiency, reliability, and customer value; however, it also exposes us to additional cybersecurity risks and the possibility that our competitors may adopt and leverage these technologies more rapidly or effectively. We are continuing to expand digital investments across operations and product lines, including technologies that improve asset performance, energy efficiency and total costs for customers.

~~this~~Supply ~~time,~~Chain and ~~depend,~~Cost Inflation: We continue to experience variability in ~~part~~material availability, onlogistics ~~the~~conditions, ~~extent~~and toinput ~~which~~costs ~~these~~caused ~~conditions~~by ~~improve~~geopolitical ordevelopments, ~~worsen~~trade policy actions, ~~which~~and ~~remains~~intermittent ~~uncertain~~supply-chain disruptions. ~~For~~While ~~additional~~inflationary ~~discussion~~pressures ofhave ~~the~~moderated ~~risks~~in ~~related~~certain categories relative to ~~global~~prior ~~macroeconomic~~periods, ~~conditions~~cost volatility and supplier risk persist. We are addressing these factors through dual‑sourcing strategies, ~~see~~long‑term ~~Part~~supply Iagreements, ~~Item~~strengthened IAsupplier partnerships, ~~“Risk~~and ~~Factors”~~targeted ininventory ~~our~~buffers, ~~2024~~which ~~Annual~~help ~~Report~~support consistent delivery performance and mitigate potential impacts.

Sustainability and Energy Transition: Evolving environmental expectations, energy-security priorities, and customer decarbonization initiatives continue to influence capital spending and product design. These trends are creating opportunities across our portfolio, particularly in energy-efficient solutions, advanced flow technologies, and cryogenic and compressor systems supporting liquid natural gas, ammonia, hydrogen, and carbon capture applications. We continue to invest in product innovation and operational sustainability, enhancing our ability to support customers as they balance decarbonization goals with reliability, affordability, and system resiliency requirements.

ITT Inc. | Q1 2026 Form 10-Q | 26

EXECUTIVE SUMMARY

The following table provides a summary of key performance indicators for the ~~third~~first quarter of ~~2025~~2026 as compared to the ~~third~~first quarter of ~~2024~~2025. There were four additional working days in the quarter versus the prior

Revenue	Operating Income	Operating Margin	EPS
$999	$180	18.0%	$1.62
13% Increase	-14% Decrease	-560 bps Decrease	-18% Decrease
Organic Revenue*	Adjusted Operating Income*	Adjusted Operating Margin*	Adjusted EPS*
$932	$185	18.5%	$1.78
6% Increase	14% Increase	20 bps Increase	21% Increase

year.



Revenue	Operating Income	Operating Margin	EPS
$1,212	$141	11.7%	$0.89
33% Increase	-6% Decrease	-480 bps Decrease	-28% Decrease
Organic Revenue*	Adjusted Operating Income*	Adjusted Operating Margin*	Adjusted EPS*
$1,013	$246	20.3%	$1.98
11% Increase	42% Increase	130 bps Increase	25% Increase

*Represents a non-GAAP financial measure

Further details related to these results are contained elsewhere in the Discussion of Financial Results section. Refer to the section titled “Key Performance Indicators and Non-GAAP Measures” for definitions and reconciliations between GAAP and non-GAAP metrics, including organic revenue, adjusted operating income, adjusted operating margin, and adjusted EPS.

Our ~~third~~first quarter ~~2025~~2026 results are summarized below:

•Revenue of $~~999.~~1,211.9 increased by $~~113~~298.9 ~~primarily~~including ~~driven~~$151.4 byfrom ~~pump~~acquisition ~~projects~~activity ~~in IP; aerospace~~ and ~~defense~~$47.8 ~~demand~~from ~~and~~favorable ~~pricing~~foreign ~~actions~~currency intranslation. ~~CCT;~~Organic ~~and~~revenue ~~strength~~increased in10.9%, ~~Friction~~or ~~original equipment in MT~~$99.7, Indriven ~~addition,~~by ~~favorable~~growth ~~foreign~~in ~~currency~~pump ~~translation~~projects and ~~the~~valves ~~net~~in ~~impact~~FT, ofstrength ~~the~~across ~~acquisition~~end ofmarkets ~~kSARIA~~in CCT, ~~partially~~led ~~offset~~ by ~~the~~aerospace ~~divestiture~~and ~~of Wolverine~~defense, ~~drove~~and ~~increases~~Friction tooriginal ~~revenue~~equipment ofmarket ~~$24.3~~outperformance ~~and~~in ~~$35~~MT.8, ~~respectively.~~

•Operating income of $~~179~~141.82 decreased by6.4%, or $289.87, primarily due to ~~the~~acquisition-related ~~prior~~costs ~~year~~of ~~gain~~$67.5 onand ~~sale~~increased intangible amortization expense of $4712.87 ~~from~~related ~~the~~to ~~divestiture~~our acquisition of ~~Wolverine,~~SPX ~~higher~~FLOW. ~~material~~Adjusted ~~and~~operating ~~labor~~income ~~costs~~increased 41.7%, ~~which~~or ~~were~~$72.3, ~~partially~~driven ~~offset~~ by ~~higher~~ volume leverage, benefits from ~~pricing and~~ productivity actions, and ~~contributions~~a ~~from~~favorable ~~Svanehøj~~foreign ~~and~~currency ~~kSARIA~~impact, partially offset by material cost inflation.

•Income from continuing operations was $10.6289 per diluted share, a decrease of $0.3544 as compared to the prior year, primarily due to ~~the~~acquisition-related ~~prior~~costs ~~year~~and ~~gain~~intangible onamortization ~~sale of the Wolverine business~~expenses. Adjusted income from continuing operations was $1.7898 per diluted share, an increase of 25.3%, or $0.3140, asdue ~~compared~~ to ~~the~~a ~~prior~~strong ~~year~~operational ~~due~~performance toby ~~higher~~each ~~operating~~business ~~income~~segment, including ~~kSARIA~~accretion ~~and~~from ~~Svanehøj~~the ~~accretive~~acquisition ~~earnings~~of SPX FLOW, partially offset by an increase in interest and tax expenses and a ~~lower~~higher weighted average share count.

ITT Inc. | Q3 2025 Form 10-Q | 28

DISCUSSION OF FINANCIAL RESULTS

	Three Months Ended						Nine Months Ended
For the Three Months Ended	April 4,2026		March 29,2025		Change
	September 27,2025		September 28,2024		Change		September 27,2025		September 28,2024		Change
Revenue	$	1,211.9	$	913.0	32.7	%
Revenue	$	999.1	$	885.2	12.9	%	$	2,884.5	$	2,701.7	6.8	%
Gross profit	428.8		323.2		32.7	%
Gross profit	355.2		314.7		12.9	%	1,018.3		933.0		9.1	%
Operating expenses	287.6		172.3		66.9	%
Operating expenses	175.4		106.1		65.3	%	512.5		414.8		23.6	%
Operating income	141.2		150.9		(6.4)	%
Operating income	179.8		208.6		(13.8)	%	505.8		518.2		(2.4)	%
Interest and non-operating expenses, net	12.4		6.6		87.9	%
Interest and non-operating expenses, net	7.3		8.2		(11.0)	%	24.8		18.2		36.3	%
Income tax expense	49.3		35.2		40.1	%
Income tax expense	44.3		38.0		16.6	%	122.0		104.1		17.2	%
Net income attributable to ITT Inc.	$	78.0	$	108.4	(28.0)	%
Net income attributable to ITT Inc.	$	126.9	$	161.6	(21.5)	%	$	356.3	$	392.9	(9.3)	%

Gross margin	35.64	%	35.64	%	—	bps	~~35.3~~	%	~~34.5~~	%	80	~~bps~~
Operating expense to revenue ratio	1723.67	%	1218.09	%	~~560~~480	bps	~~17.8~~	%	~~15.4~~	%	~~240~~	~~bps~~
Operating margin	1811.07	%	2316.65	%	(~~560~~480)	bps	~~17.5~~	%	~~19.2~~	%	~~(170)~~	~~bps~~
Effective tax rate	2538.73	%	1924.04	%	~~670~~1,390	bps	~~25.4~~	%	~~20.8~~	%	~~460~~	~~bps~~

ITT Inc. | Q1 2026 Form 10-Q | 27

REVENUE

The following table illustrates the revenue derived from each of our segments.

For the Three Months Ended	~~September~~April 274,~~2025~~2026		~~September~~March 2829,~~2024~~2025		Change		Organic Growth(a)
Motion Technologies	$	355.6	$	344.9	3.1	%	0.7	%
Flow Technologies	$	537.4	333.3		61.2	%	12.2	%
Industrial Process	383.9		333.8		15.0	%	11.3	%
Motion Technologies	397.2		$	346.1	14.8	%	5.3	%
Connect & Control Technologies	~~259~~278.25		~~207~~234.27		2518.17	%	617.15	%
Eliminations and Other	0(1.42)		(01.71)
Total Revenue	$	~~999.~~1,211.9	$	~~885~~913.20	1232.97	%	610.18	%
For the Nine Months Ended	September 27,2025		September 28,2024		Change		Organic Growth(a)
Motion Technologies	$	1,067.4	$	1,121.8	(4.8)	%	1.4	%
Industrial Process	1,073.1		998.4		7.5	%	5.2	%
Connect & Control Technologies	745.8		584.1		27.7	%	4.1	%
Eliminations and Other	(1.8)		(2.6)
Total Revenue	$	2,884.5	$	2,701.7	6.8	%	3.5	%

(a)See the section titled “Key Performance Indicators and Non-GAAP Measures” for a definition and reconciliation of organic revenue.

Flow Technologies

FT revenue for the three months ended April 4, 2026 increased $204.1, including $151.4 from acquisition activity and $12.1 from favorable foreign currency translation. Organic revenue increased 12.2%, or $40.6, primarily reflecting growth in project pumps of 16% and short-cycle of 10%, including a strong execution from Svanehøj and valves.

Motion Technologies

MT revenue for the three months ended ~~September~~April 274, ~~2025~~2026 increased $1051.~~7 primarily due to favorable foreign currency impacts~~1, ~~partially~~including ~~offset by the Wolverine divestiture. For the nine months ended September 27, 2025, revenue decreased~~ $5432.4,8 ~~primarily~~from ~~due to a loss of revenue of $89.1 as a result of the Wolverine divestiture, partially offset by~~ favorable foreign currency translation ~~of $20~~.4. Organic revenue ~~for the three and nine-month periods~~ increased $25.3%, ~~and~~or $1418.3, ~~respectively,~~primarily ~~driven~~reflecting bygrowth ~~strength~~from in Friction original equipment and aftermarket, as well as strength from KONI rail ~~shipments~~.

ITT Inc. | Q3 2025 Form 10-Q | 29

Industrial Process

IP revenue for the three and nine months ended September 27, 2025 increased $50.1 and $74.7, respectively, including growth from acquisitions of $5.6 and $19.5 and favorable foreign currency translation impacts of $6.7 and $2.8, respectively. Organic revenue for the three and nine-month periods increased by $37.8 and $52.4, respectively, primarily driven by pump project volume and favorable pricing actions.

Connect & Control Technologies

CCT revenue for the three ~~and nine~~ months ended ~~September~~April 274, ~~2025~~2026 increased ~~by $52~~18.07%, ~~and~~or $~~161~~43.78, ~~respectively,~~driven ~~primarily~~by ~~due~~growth ~~to the acquisition of kSARIA~~ in ~~September~~both ~~2024,~~connectors ~~which~~and ~~contributed~~components ~~$37.6~~ and ~~$135.4,~~across ~~respectively.~~end ~~Organic~~markets, ~~revenue~~with ~~for~~particular ~~the~~strength ~~three-~~within ~~and~~commercial ~~nine-month~~aerospace ~~periods increased by $12.6~~ and ~~$23.7~~industrial, ~~respectively,~~and ~~primarily~~benefits ~~driven~~from bypricing ~~growth~~actions. inOrganic ~~aerospace~~revenue ~~and~~for ~~defense,~~the ~~inclusive~~period ofincreased ~~pricing actions~~17.5%.

GROSS PROFIT

Gross profit for the three months ended ~~September~~April 274, ~~2025~~2026 ~~and~~increased ~~September 28, 2024 was $355~~32.27% ~~and~~to $~~314~~428.~~7, respectively, reflecting gross margins of 35~~8.6% ~~for~~The ~~both~~increase ~~periods.~~in ~~Gross~~gross profit ~~for the nine months ended September 27, 2025 and September 28, 2024~~ was ~~$1,018.3~~primarily ~~and~~driven ~~$933.0,~~by ~~respectively,~~the ~~reflecting~~acquisition ~~gross margins~~ of ~~35.3%~~SPX ~~and 34.5%~~FLOW, ~~respectively.~~volume ~~The~~leverage ~~increases in gross profit~~ and ~~margin were primarily driven by~~ benefits from ~~higher~~pricing ~~volume~~actions and net savings from productivity and sourcing initiatives, partially offset by unfavorable sales mix and higher freight costs.

OPERATING EXPENSES

The following table summarizes our operating expenses, including by segment.

	Three Months Ended						Nine Months Ended
For the Three Months Ended	April 4,2026		March 29,2025		Change
For the	September 27,2025		September 28,2024		Change		September 27,2025		September 28,2024		Change
General and administrative expenses	$	154.1	$	85.1	81.1	%
General and administrative expenses	$	89.8	$	74.8	20.1	%	$	260.8	$	223.1	16.9	%
Sales and marketing expenses	73.7		47.9		53.9	%
Sales and marketing expenses	57.5		50.5		13.9	%	167.7		151.2		10.9	%
Research and development expenses	33.1		25.3		30.8	%
Research and development expenses	28.1		28.6		(1.7)	%	84.0		88.3		(4.9)	%
Intangible amortization	26.7		14.0		90.7	%
Gain on sale of businesses	—		(47.8)		(100.0)	%	—		(47.8)		(100.0)	%
Total operating expenses	$	287.6	$	172.3	66.9	%
Total operating expenses	$	175.4	$	106.1	65.3	%	$	512.5	$	414.8	23.6	%
Total operating expenses by segment:
Motion Technologies	$	40.3	$	(5.9)	783.1	%	$	119.4	$	83.0	43.9	%
Flow Technologies	$	125.6	71.0		76.9	%
Industrial Process	70.6		62.7		12.6	%	206.2		181.2		13.8	%
Motion Technologies	35.7		$	38.7	(7.8)	%
Connect & Control Technologies	4652.36		3846.84		1913.34	%	~~135.0~~		~~109.0~~		~~23.9~~	%
Corporate & Other	1873.27		1016.52		73354.39	%	~~51.9~~		~~41.6~~		~~24.8~~	%

~~General~~ITT ~~and administrative (G&A) expenses increased $15~~Inc.0 ~~and~~| ~~$37.7~~Q1 ~~for~~2026 ~~the~~Form ~~three and nine months ended September 27, 2025, respectively, primarily driven by higher incentive~~10-~~based~~Q ~~compensation,~~| ~~M&A-related professional service costs, restructuring expenses and the kSARIA acquisition-related expenses.~~28

~~Sales~~General and ~~marketing~~administrative (G&A) expenses increased $781.01%, ~~and~~or $1669.50, ~~for~~driven ~~the~~by ~~three~~higher ~~and~~acquisition-related ~~nine~~expenses ~~months~~of ~~ended September 27~~$53.1, ~~2025,~~increased ~~respectively,~~restructuring ~~primarily~~expenses ~~driven by the acquisition~~ of ~~kSARIA~~$4.3, ~~and~~unfavorable ~~higher~~foreign ~~selling~~currency ~~expenses~~impacts inof IPapproximately $4.0, ~~partially~~and ~~offset~~higher bypersonnel-related ~~the~~costs ~~divestiture~~ of ~~the Wolverine business~~$4.1.

~~Research~~Sales and ~~development~~marketing expenses ~~decreased~~increased $053.59%, ~~and~~or $425.~~3 for the three and nine months ended September 27~~8, ~~2025, respectively,~~ primarily driven by the ~~divestiture~~acquisition of ~~Wolverine~~SPX inFLOW ~~the~~and ~~prior~~higher ~~year~~personnel and ~~timing~~commissions ~~of R&D projects~~expenses.

~~Gain~~Research onand ~~sale~~development ofexpenses ~~business~~increased ~~includes~~30.8%, or $477.8, ~~related~~primarily due to ~~our~~the ~~sale~~acquisition of ~~the~~SPX ~~Wolverine~~FLOW ~~business~~and ~~within~~timing ~~the~~of MTcustomer-funded ~~segment~~R&D inproject ~~July 2024~~activity.

~~ITT~~Intangible ~~Inc~~amortization increased 90.7%, |or Q3$12.7 ~~2025~~primarily ~~Form~~due ~~10-Q~~to |the 30amortization of backlog and customer relationship intangible assets acquired in connection with the purchase of SPX FLOW.

OPERATING INCOME

The following table summarizes our operating income and margin by segment.

	Three Months Ended						Nine Months Ended
For the Three Months Ended	April 4,2026		March 29,2025		Change
	September 27,2025		September 28,2024		Change		September 27,2025		September 28,2024		Change
Flow Technologies	$	82.1	$	63.5	29.3	%
Motion Technologies	$83.4	~~69.8~~	$67.6	~~110.0~~	~~(36~~23.5)4	%	$	~~208.6~~	$	~~251.8~~	~~(17.2)~~	%
Industrial Process	82.1		70.5		16.5	%	222.2		201.5		10.3	%
Connect & Control Technologies	49.2		36.0		36.7	%
Connect & Control Technologies	46.2		38.1		21.3	%	127.1		106.2		19.7	%
Corporate and Other	(73.5)		(16.2)		353.7	%
Corporate and Other	(18.3)		(10.0)		83.0	%	(52.1)		(41.3)		26.2	%
Total operating income	$	141.2	$	150.9	(6.4)	%
Total operating income	$	179.8	$	208.6	(13.8)	%	$	505.8	$	518.2	(2.4)	%

Operating margin:
Motion Technologies	19.6	%	31.9	%	(1,230)	bps	19.5	%	22.4	%	(290)	bps
Flow Technologies	15.3	%	19.1	%	(380)	bps
Industrial Process	21.4	%	21.1	%	30	bps	20.7	%	20.2	%	50	bps
Motion Technologies	21.0	%	19.5	%	150	bps
Connect & Control Technologies	17.87	%	1815.43	%	~~(60)~~240	bps	~~17.0~~	%	~~18.2~~	%	~~(120)~~	~~bps~~
Consolidated operating margin	1811.07	%	2316.65	%	(~~560~~480)	bps	~~17.5~~	%	~~19.2~~	%	~~(170)~~	~~bps~~

MTFT operating income ~~for~~increased ~~the three and nine months ended September 27~~29.3%, ~~2025~~or ~~decreased~~ $4018.~~2 and $43.2~~6, ~~respectively,~~ primarily ~~due~~driven toby ~~the~~higher ~~prior~~sales ~~year~~volume, ~~gain~~benefits onfrom ~~sale~~pricing ofactions, ~~$47.8~~and net savings from ~~the~~productivity ~~divestiture~~and ofsourcing ~~Wolverine~~initiatives. Operating income ~~for~~growth ~~the~~was ~~three~~partially ~~and~~offset ~~nine-month~~by ~~periods~~increased ~~benefitted~~intangible ~~from~~amortization ~~productivity~~of ~~savings and higher volume~~$16.1, asunfavorable ~~well~~sales ~~as favorable foreign currency impacts~~mix, ~~which~~and ~~more than offset~~ higher ~~labor~~restructuring and ~~material~~bad ~~costs~~debt expense.

IPMT operating income ~~for the three and nine months ended September 27, 2025~~ increased ~~$11~~23.64%, ~~and~~or $2015.78, ~~respectively,~~ primarily ~~driven~~due byto higher sales volume, ~~benefits from pricing actions, and~~ net savings from ~~supply~~productivity ~~chain, restructuring savings~~ and ~~productivity~~sourcing initiatives., ~~These~~and ~~increases~~a ~~were~~favorable ~~partially offset by the~~ impact offrom ~~higher~~foreign ~~restructuring~~currency ~~expenses~~fluctuations, ~~and~~partially ~~higher~~offset ~~labor~~by ~~and~~competitive ~~overhead~~pricing ~~costs~~dynamics.

CCT operating income ~~for the three and nine months ended September 27, 2025~~ increased $836.17%, ~~and~~or $2013.92, ~~respectively,~~ primarily driven by benefits from ~~pricing actions, net savings from productivity, sourcing, and restructuring initiatives, as well as~~ higher sales volume and ~~contributions~~pricing ~~from~~actions, ~~kSARIA. The increases for both periods were~~ partially offset by higher ~~labor,~~ material ~~and strategic investment~~ costs asand ~~well~~R&D ~~as higher temporary acquisition amortization from kSARIA~~expenses.

Other corporate costs ~~for the three and nine months ended September 27, 2025~~ increased $857.3 ~~and $10.8~~, ~~respectively,~~ primarily due to ~~higher incentive~~acquisition-~~based compensation costs and M&A~~ related professional service costs, ~~partially~~and ~~offset~~increased byrestructuring ~~favorable foreign currency impacts~~expenses.

ITT Inc. | Q3 2025 Form 10-Q | 31

INTEREST AND NON-OPERATING EXPENSES, NET

The following table summarizes our interest and non-operating income and expenses.

	Three Months Ended						Nine Months Ended
For the Three Months Ended	April 4,2026		March 29,2025		Change
	September 27,2025		September 28,2024		Change		September 27,2025		September 28,2024		Change
Interest expense	$	24.7	$	9.3	165.6	%
Interest expense	$	11.7	$	10.0	17.0	%	$	33.6	$	25.1	33.9	%
Interest income	(10.4)		(1.7)		511.8	%
Interest income	(1.5)		(1.6)		(6.3)	%	(5.6)		(5.0)		12.0	%
Other non-operating income, net	(1.9)		(1.0)		90.0	%
Other non-operating income, net	(2.9)		(0.2)		1,350.0	%	(3.2)		(1.9)		68.4	%
Total interest and non-operating expenses, net	$	12.4	$	6.6	87.9	%
Total interest and non-operating expenses, net	$	7.3	$	8.2	(11.0)	%	$	24.8	$	18.2	36.3	%

~~Total~~Interest ~~interest~~ expense increased 165.6%, ~~net~~or ~~for~~$15.4, ~~the~~due ~~three~~to higher outstanding long-term debt and ~~nine~~commercial ~~months~~paper ~~ended~~balances ~~September 27,~~during ~~2025~~2026 ~~increased~~primarily ~~$1.8~~stemming ~~and~~from ~~$7.9,~~the ~~respectively,~~financing ~~primarily~~of ~~due~~the toSPX ~~higher~~FLOW ~~average~~acquisition. ~~outstanding~~Interest ~~debt~~income ~~during~~increased ~~the~~511.8%, ~~2025~~or ~~periods~~$8.7, ~~partially~~due ~~offset~~to bya ~~lower~~higher average ~~interest~~cash ~~rates~~ on ~~commercial~~deposit ~~paper~~balance ~~borrowings.~~during 2026 subsequent to

~~Other~~ITT ~~non-operating income, net for the three and nine months ended September 27, 2025 increased $2~~Inc.7 ~~and~~| ~~$1.3,~~Q1 ~~respectively,~~2026 ~~due~~Form to10-Q a| ~~gain on sale of an equity investment.~~ 29

the $1.3 billion equity issuance in December 2025 and until the closing of SPX FLOW acquisition. Other non-operating income, net increased 90.0%, or $0.9, primarily due to a gain on the early extinguishment of debt.

INCOME TAX EXPENSE

The following table summarizes our income tax expense and effective tax rate (ETR).

	Three Months Ended								Nine Months Ended
For the Three Months Ended	April 4,2026			March 29,2025			Change
	September 27,2025			September 28,2024			Change		September 27,2025			September 28,2024			Change
Income tax expense	$	49.3		$	35.2		40.1 %
Income tax expense	$	44.3		$	38.0		16.6 %		$	122.0		$	104.1		17.2 %
Effective tax rate	38.3		%	24.4		%	1,390	bps
Effective tax rate	25.7		%	19.0		%	670	bps	25.4		%	20.8		%	460	bps

The ~~ETR~~effective tax rate for the three ~~and nine~~ months ended ~~September~~April 274, ~~2025~~2026 increased to 2538.73% primarily ~~and~~due ~~25.4%,~~to ~~respectively,~~the ~~primarily~~recognition of additional tax expense related to ~~the~~undistributed ~~jurisdictional~~foreign ~~mix~~earnings, oftransaction-related ~~earnings.~~costs ~~The~~incurred ~~increase~~in toconnection with the ~~ETR~~acquisition ~~year-over-year~~of ~~was~~SPX ~~partially~~FLOW, ~~driven~~and bythe aimpact ~~prior~~of ~~year~~amended ~~benefit~~tax ~~related~~filings toin Luxembourg. In addition, the ~~sale~~acquisition affected the geographic mix of earnings which further contributed to the ~~Wolverine~~higher ~~business~~effective tax rate for the period.

In October 2021, more than 135 countries and jurisdictions agreed to participate in a “two-pillar” international tax approach developed by the OECD, which includes establishing a global minimum corporate tax rate of 15 percent. The OECD published Tax Challenges Arising from the Digitalisation of the Economy — Global Anti-Base Erosion Model Rules (Pillar Two) in December 2021 and subsequently issued additional commentary and administrative guidance clarifying several aspects of the model rules. Since the model rules have been released, many countries have enacted Pillar Two-related laws, many of which became effective January 1, 2024 with additional laws effective January 1, 2025. As of ~~September~~April 274, ~~2025~~2026, the Company does not expect Pillar Two taxes to have a significant impact on its ~~2025~~2026 financial statements.

On ~~July~~January 45, ~~2025~~2026, ~~President~~the ~~Trump~~OECD ~~signed~~released a Pillar Two Administrative Guidance package containing the ~~One~~Side-by-Side ~~Big~~Safe ~~Beautiful~~Harbor ~~Bill~~(the ~~Act~~SbS). Under the SbS, ~~which~~Multinational ~~includes~~Enterprises headquartered in a ~~broad~~jurisdiction ~~range~~that ofhas ~~tax~~a ~~reform~~Qualified ~~provisions~~SbS ~~affecting~~Regime ~~businesses,~~are ~~including~~eligible ~~extending~~for ~~and~~the ~~modifying~~SbS ~~certain~~election. ~~key~~The ~~Tax~~United ~~Cuts~~States &is ~~Jobs~~listed ~~Act~~as ~~provisions~~a ~~(both~~jurisdiction ~~domestic~~with ~~and~~a ~~international)~~Qualified ~~and~~SbS ~~expanding~~Regime. ~~certain~~By ~~Inflation~~making ~~Reduction~~the ~~Act~~SbS ~~incentives~~election, ~~while~~top-up ~~accelerating~~taxes under the ~~phase-out~~Income ofInclusion ~~others.~~Rule ~~While~~(the IIR) and Undertaxed Profits Rule (the ~~recently~~UTPR) ~~enacted~~are ~~legislation~~set ~~did~~to zero. However, the SbS does not have aan ~~material~~ impact on the ~~Company’s~~application ~~financial~~of ~~results~~Pillar ~~for~~Two ~~this~~Qualified ~~quarter,~~Domestic weMinimum Top-up Taxes (the QDMTT). Jurisdictions are ~~currently~~required ~~reviewing~~to ~~its~~implement ~~provisions~~the inSbS ~~detail~~effective ~~and~~for ~~evaluating~~fiscal ~~its~~years ~~potential~~beginning ~~impact~~on inor ~~future~~after ~~periods.~~January We1, ~~will~~2026 ~~continue~~(or toat ~~monitor~~the ~~any~~earliest ~~forthcoming~~practicable ~~guidance~~date ~~and~~where there are constitutional or other superior law constraints preventing retroactive adoption). ITT will ~~assess~~monitor the ~~effects~~adoption onof ~~our~~SbS ~~business~~in aseach ~~more~~jurisdiction ~~information~~and ~~becomes~~intends to elect the SbS where available.

On July 4, 2025, President Trump signed the One Big Beautiful Bill Act (OBBBA), which includes a broad range of tax reform provisions affecting businesses, including extending and modifying certain key Tax Cuts & Jobs Act provisions (both domestic and international) and expanding certain Inflation Reduction Act incentives while accelerating the phase-out of others. The Company evaluated the OBBBA and implemented certain provisions of the legislation during the current quarter; the Company continues to evaluate the ongoing effects of the legislation.

See Note 6, Income Taxes, to the Consolidated Condensed Financial Statements for further information.

ITT Inc. | Q3Q1 ~~2025~~2026 Form 10-Q | 3230

LIQUIDITY AND CAPITAL RESOURCES

Funding and Liquidity Strategy

We monitor our funding needs and execute strategies to meet overall liquidity requirements, including the management of our capital structure, on both a short- and long-term basis. Significant factors that affect our overall management of liquidity include our cash flow from operations, credit ratings, the availability of commercial paper, access to bank lines of credit, term loans, and the ability to attract long-term capital on satisfactory terms. We assess these factors along with current market conditions on a continuous basis, and as a result, may alter the mix of our short- and long-term financing when it is advantageous to do so. We expect to have enough liquidity to fund operations for at least the next 12 months and beyond.

We manage our worldwide cash requirements considering available funds among the many subsidiaries through which we conduct business and the cost effectiveness with which those funds can be accessed. We support our growth and expansion in markets outside of the U.S. through the enhancement of existing products and development of new products, increased capital spending, and potential foreign acquisitions. We look for opportunities to access cash balances in excess of local operating requirements to meet our global liquidity needs in a cost-efficient manner. We transfer cash between certain international subsidiaries and the U.S. when it is cost effective to do so. During the ~~nine~~three months ended ~~September~~April 274, ~~2025~~2026, we had net cash distributions from foreign countries to the U.S. of $~~550~~1.96. During the year ended December 31, ~~2024~~2025, we had net cash distributions from foreign countries to the U.S. of $~~230~~577.45. The timing and amount of any additional future distributions will be evaluated based on our jurisdictional cash needs.

The amount and timing of dividends payable on our common stock are within the sole discretion of our Board of Directors and will be based on, and affected by, several factors, including our financial position and results of operations, available cash, expected capital spending plans, prevailing business conditions, and other factors the Board of Directors deems relevant. Therefore, we cannot provide any assurance as to what level of dividends, if any, will be paid in the future. In the ~~third~~first quarter of ~~2025~~2026, we declared a dividend of $0.~~351~~386 per share for shareholders of record on ~~September~~March 26, ~~2025~~2026, which was a 10% increase from the quarterly dividends of $0.~~319~~351 that were declared in ~~2024~~2025. Dividend payments during the ~~nine~~three months ended ~~September~~April 274, ~~2025~~2026 amounted to $8335.~~5. On October 29, 2025, the Company announced a quarterly dividend of $~~0.~~351~~ per share on its outstanding common stock. Our Board of Directors approved the cash dividend for the fourth quarter of 2025, which will be payable on December 31, 2025 to shareholders of record as of the close of business on December 1, 2025.

From time to time, the Company may repurchase shares of its stock on the open market. The timing of any repurchases and the actual number of shares repurchased depends on a variety of factors, including remaining authorization under existing Board-approved share repurchase ~~programs~~program, the Company’s stock price, restrictions under the Company’s debt obligations, other uses for capital, the dilutive impact of shares issued during the period related to the Company’s long-term incentive plans, impacts on the value of remaining shares, and market and economic conditions. ~~During~~We ~~the nine months ended September 27, 2025, we~~ spent approximately $~~500.1~~100 on open-market share repurchases under our share repurchase ~~programs.~~program ~~During~~during both the ~~nine~~three months ended ~~September~~April 284, ~~2024,~~2026 weand ~~spent~~March 29, ~~$104~~2025.0 ~~on open-market share repurchases under our share repurchase programs.~~ All repurchased shares are retired immediately following the repurchases. See Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds, for additional information.

Commercial Paper

When available and economically feasible, we have accessed the commercial paper market through programs in place in the U.S. and Europe to supplement cash flows generated internally and to provide additional short-term funding.

The following table presents our outstanding commercial paper borrowings.

	September 27,2025		December 31, 2024
	April 4,2026		December 31, 2025
Commercial Paper Outstanding - U.S. Program	$	—264.7	$	~~424.5~~—
Commercial Paper Outstanding - Euro Program	~~414~~207.64		—258.0
Total Commercial Paper Outstanding	$	~~414~~472.61	$	~~424~~258.50

~~ITT~~During ~~Inc~~the three months ended April 4, 2026, we borrowed under the U.S. |commercial Q3paper ~~2025~~program ~~Form~~to ~~10-Q~~support |the 33timing of overall liquidity requirements for general corporate purposes. See Note 15, Debt, to the Consolidated Condensed Financial Statements for further information.

InITT ~~the nine months ended September 27, 2025, we borrowed under the European commercial paper program to partially refinance the Company’s U~~Inc.S. ~~commercial~~| ~~paper.~~Q1 ~~The~~2026 ~~proceeds~~Form of10-Q ~~the~~| 2025 Term Loan Credit Agreement were used to refresh the U.S. commercial paper capacity and for other general corporate purposes. See Note 14, Debt, to the Consolidated Condensed Financial Statements for further information.31

All outstanding commercial paper for both periods had maturity terms of less than three months from the date of issuance.

2025 Revolving Credit Agreement

The 2025 Revolving Credit Agreement contains customary affirmative and negative covenants. See Note 1415, Debt, to the Consolidated Condensed Financial Statements for further information.

2026 DDTL Credit Agreement

The loans drawn under the 2026 DDTL Credit Agreement (the DDTL Loans) will mature two years from the date of the first borrowing of the DDTL Loans. Total outstanding borrowings under the 2026 DDTL Credit Agreement were $2,875 as of April 4, 2026.

The 2026 DDTL Credit Agreement contains customary affirmative and negative covenants See Note 15, Debt, to the Consolidated Condensed Financial Statements for further information.

2025 Term Loan Credit Agreement

On April 30, 2025, the Company entered into a credit agreement (as amended, the 2025 Term Loan Credit Agreement) among the Company, as borrower, certain of our subsidiaries, as guarantors, each lender from time to time party thereto, and U.S. Bank National Association, as the administrative agent. The 2025 Term Loan Credit Agreement has a maturity of two years and provides for a term loan of $750. Proceeds of the term loan were applied to pay down the Company’s U.S. commercial paper capacity and for other general corporate purposes, including working capital needs. In connection with the entry into the 2025 Revolving Credit Agreement, on July 30, 2025, the Company and lenders entered into an amendment to the 2025 Term Loan Credit Agreement to modify certain covenant baskets and other terms (including amendments to the leverage ratio definition) to conform to the 2025 Revolving Credit Agreement.

ITT Inc. | Q1 2026 Form 10-Q | 32

Total outstanding borrowings under the Amended 2025 Term Loan Credit Agreement were $~~575~~505.0, as of ~~September~~April 274, ~~2025~~2026.

Borrowings under the 2025 Term Loan Credit Agreement bear interest at an annual rate equal to, at the Company’s option, either (i) ~~term secured overnight financing rate (~~Term SOFR) plus a margin ranging from 0.875% to 1.375%, or (ii) an alternate base rate plus a margin ranging from 0.0% to 0.375%, with the applicable margin determined by reference to the Company’s debt ratings set forth in the 2025 Term Loan Credit Agreement. The loans under the 2025 Term Loan Credit Agreement may be prepaid by the Company at any time, in whole or in part, without penalty or premium, subject to certain conditions.

The 2025 Term Loan Credit Agreement contains customary affirmative and negative covenants. See Note 1415, Debt, to the Consolidated Condensed Financial Statements for further information.

ITT Inc. | Q3 2025 Form 10-Q | 34

Sources and Uses of Liquidity

Our principal source of liquidity is our cash flow generated from operating activities, which provides us with the ability to meet the majority of our short-term funding requirements. The following table summarizes net cash provided by or used in operating, investing, and financing activities from continuing operations.

For the Nine Months Ended	September 27,2025		September 28,2024
For the Three Months Ended	April 4,2026		March 29,2025
Operating activities	$	~~441~~39.09	$	~~339~~113.4
Investing activities	(713,560.90)		(~~794~~40.67)
Financing activities	~~(316.~~2),383.1		~~432~~(79.09)
Foreign exchange	24(4.93)		(47.4)9
Total net cash from continuing operations	$	77(1,141.83)	$	~~(27~~0.6)7

Operating Activities

The ~~increase~~decrease in net cash from operating activities of $~~101~~73.65 was primarily due to ~~favorable~~$71.4 ~~working~~transaction ~~capital~~expenses ~~from~~paid ~~timing~~related ofto ~~accounts~~the ~~receivable~~SPX ~~collections~~FLOW acquisition, higher ~~customer~~interest ~~advanced~~and tax payments, and ~~lower~~increased ~~compensation~~commodity ~~payments~~pre-purchases into ~~the~~secure ~~current~~supply ~~year~~and cost.

Investing Activities

The ~~decrease~~increase in net cash used in investing activities of $~~722~~3,519.73 was ~~mainly~~primarily driven by the ~~prior~~acquisition ~~year acquisitions~~ of ~~Svanehøj~~SPX ~~and kSARIA, offset by the proceeds from the sale of the Wolverine business~~FLOW. ~~Refer~~In ~~to Note 19~~addition, ~~Acquisitions~~cash ~~and~~used ~~Divestitures, to the Consolidated Condensed Financial Statements~~ for ~~further information. In addition,~~ capital expenditures, ~~net~~declined ~~of government incentives, decreased~~ $1410.57 ~~compared~~ to ~~the prior year~~$26.1.

Financing Activities

The change in net cash flows related to financing activities of $~~748.~~2,463.0 ~~from~~was aprimarily ~~source~~due ofto ~~$432.0~~the ~~during~~long-term ~~the~~debt ~~prior~~issued ~~year~~in toconnection awith ~~use~~the acquisition of SPX FLOW of $~~316.~~2,868.3, ~~during~~net ~~the~~of ~~nine~~debt ~~months~~issue ofcosts. ~~2025~~The increase in financing activities was ~~primarily~~partially ~~due~~offset toby an increase in long-term debt repayments of $~~396~~316.98, inincluding ~~open-market~~the ~~share~~repayment ~~repurchases~~of asthe ~~well~~SPX asFLOW ~~higher~~Senior ~~debt~~Notes, ~~repayments~~and a reduction in commercial paper borrowings of $~~334~~74.1.

ITT Inc. | Q3 2025 Form 10-Q | 35

KEY PERFORMANCE INDICATORS AND NON-GAAP MEASURES

Management reviews a variety of key performance indicators including revenue, operating income and margin, and earnings per share. In addition, we consider certain measures to be useful to management and investors when evaluating our operating performance for the periods presented. These measures provide a tool for evaluating our ongoing operations and management of assets from period to period. This information can assist investors in assessing our financial performance and measures our ability to generate capital for deployment among competing strategic alternatives and initiatives, including, but not limited to, acquisitions, dividends, and share repurchases. Some of these metrics, however, are not measures of financial performance under accounting principles generally accepted in the United States of America (GAAP) and should not be considered a substitute for measures determined in accordance with GAAP. We consider the following non-GAAP measures, which may not be comparable to similarly titled measures reported by other companies, to be key performance indicators for purposes of our reconciliation tables.

ITT Inc. | Q1 2026 Form 10-Q | 33

•“Organic Revenue” is defined as revenue, excluding the impacts of foreign currency fluctuations, acquisitions, and divestitures that may or may not qualify as discontinued operations. Current year activity from acquisitions is excluded for twelve months following the closing date of acquisition. The period-over-period change resulting from foreign currency fluctuations is estimated using a fixed exchange rate for both the current and prior periods. Prior year revenue is adjusted to exclude activity during the comparable period for twelve months post-closing date for divestitures that do not qualify as discontinued operations. We believe that reporting organic revenue provides useful information to investors by helping identify underlying trends in our business and facilitating comparisons of our revenue performance with prior and future periods and to our peers.

Reconciliations of revenue to organic revenue for the three ~~and nine~~ months ended ~~September~~April 274, ~~2025~~2026 are provided below.

Three Months Ended September 27, 2025	Motion Technologies									IndustrialProcess				Connect & ControlTechnologies								Eliminations			TotalITT
Three Months Ended April 4, 2026	Flow Technologies						Motion Technologies				Connect & Control Technologies			Eliminations					TotalITT
2025 Revenue				$	355.6						$	383.9				$	259.2						$	0.4		$	999.1
2026 Revenue	$	537.4					$	397.2			$	278.5		$	(1.2)				$	1,211.9
Less: Acquisitions	151.4			—			—				~~5.6~~—			—		~~37.6~~			151.4				—			~~43.2~~
Less: Foreign currency translation	12.1			~~15.8~~			32.8				62.78			0.1		~~1.8~~			47.8				—			~~24.3~~
2025 Organic revenue				$	339.8						$	371.6				$	219.8						$	0.4		$	931.6
2026 Organic revenue	$	373.9					$	364.4			$	275.7		$	(1.3)				$	1,012.7
2024 Revenue				$	344.9						$	333.8				$	207.2						$	(0.7)		$	885.2
2025 Revenue	$	333.3					$	346.1			$	234.7		$	(1.1)				$	913.0
Less: Divestitures				7.4							—					—							0.1			7.5
Organic growth	$	40.6					$	18.3			$	41.0							$	99.7
2024 Organic revenue				$	337.5						$	333.8				$	207.2						$	(0.8)		$	877.7
Percentage change	12.2		%				5.3		%		17.5		%						10.9		%
Organic growth				$	2.3						$	37.8				$	12.6									$	53.9
Percentage change				0.7		%					11.3		%			6.1		%								6.1		%
Nine Months Ended September 27, 2025
2025 Revenue				$	1,067.4						$	1,073.1				$	745.8						$	(1.8)		$	2,884.5
Less: Acquisitions				—							19.5					135.4							—			154.9
Less: Foreign currency translation				20.4							2.8					2.6							(0.1)			25.7
2025 Organic revenue				$	1,047.0						$	1,050.8				$	607.8						$	(1.7)		$	2,703.9
2024 Revenue				$	1,121.8						$	998.4				$	584.1						$	(2.6)		$	2,701.7
Less: Divestitures				89.1							—					—							—			89.1
2024 Organic revenue				$	1,032.7						$	998.4				$	584.1						$	(2.6)		$	2,612.6
Organic growth				$	14.3						$	52.4				$	23.7									$	91.3
Percentage change				1.4		%					5.2		%			4.1		%								3.5		%

~~ITT~~•“Adjusted ~~Inc.~~Operating |Income” Q3is ~~2025~~defined ~~Form~~as 10operating income adjusted to exclude special items that include, but are not limited to, restructuring, intangible amortization, certain asset impairment charges, certain acquisition-Q |and 36divestiture-related impacts, and unusual or infrequent operating items. Special items represent charges or credits that impact current results, which management views as unrelated to the Company’s ongoing operations and performance. “Adjusted Operating Margin” is defined as adjusted operating income divided by revenue. We believe these financial measures are useful to investors and other users of our financial statements in evaluating ongoing operating profitability, as well as in evaluating operating performance in relation to our competitors.

~~•“Adjusted~~Reconciliations ~~Operating~~of ~~Income” is defined as~~ operating income ~~adjusted~~ to exclude special items that include, but are not limited to, restructuring, certain asset impairment charges, certain acquisition- and divestiture-related impacts, and unusual or infrequent operating items. Special items represent charges or credits that impact current results, which management views as unrelated to the Company’s ongoing operations and performance. “Adjusted Operating Margin” is defined as adjusted operating income ~~divided~~(loss) byfor ~~revenue.~~the Wethree ~~believe~~months ~~these~~ended ~~financial~~April 4, ~~measures~~2026 ~~are useful to investors~~ and ~~other users of our financial statements in evaluating ongoing operating profitability~~March 29, as2025 ~~well~~are asprovided ~~in evaluating operating performance in relation to our competitors~~below.

Reconciliations of operating income to adjusted operating income (loss) for the three and nine months ended September 27, 2025 and September 28, 2024 are provided below.


Three Months Ended April 4, 2026	Flow Technologies			Motion Technologies			Connect & Control Technologies			Corporate and Other		Total ITT
Operating income	$	82.1		$	83.4		$	49.2		$	(73.5)	$	141.2

Acquisition-related costs(a)	14.4			—			0.1			53.0		67.5
Intangible amortization	23.0			0.3			3.4			—		26.7
Restructuring costs	7.7			0.5			1.1			1.5		10.8

Other special items	0.1			(0.6)			—			(0.1)		(0.6)
Adjusted operating income	$	127.3		$	83.6		$	53.8		$	(19.1)	$	245.6


Operating margin	15.3		%	21.0		%	17.7		%			11.7		%
Adjusted operating margin	23.7		%	21.1		%	19.3		%			20.3		%

Three Months Ended September 27, 2025	MotionTechnologies				IndustrialProcess				Connect & ControlTechnologies				Corporate and Other	Total ITT
Operating income		$	69.8			$	82.1			$	46.2			$	(18.3)	$	179.8
Restructuring costs		1.9				0.9				1.0				—		3.8
Acquisition-related costs		—				0.3				0.3				—		0.6
Other special items		0.2				0.4				—				(0.1)		0.5
Adjusted operating income		$	71.9			$	83.7			$	47.5			$	(18.4)	$	184.7
Operating margin		19.6		%		21.4		%		17.8		%		N/A		18.0		%
Adjusted operating margin		20.2		%		21.8		%		18.3		%		N/A		18.5		%
Nine Months Ended September 27, 2025
Operating income		$	208.6			$	222.2			$	127.1			$	(52.1)	$	505.8
Restructuring costs		4.2				6.4				2.9				—		13.5
Acquisition-related costs		—				0.7				0.6				—		1.3
Other special items		1.4				0.8				—				0.2		2.4
Adjusted operating income		$	214.2			$	230.1			$	130.6			$	(51.9)	$	523.0
Operating margin		19.5		%		20.7		%		17.0		%		N/A		17.5		%
Adjusted operating margin		20.1		%		21.4		%		17.5		%		N/A		18.1		%

(a)Acquisition-related costs include inventory fair value step-up amortization expense of $13.9.

ITT Inc. | Q3Q1 ~~2025~~2026 Form 10-Q | 3734

Three Months Ended September 28, 2024	MotionTechnologies						IndustrialProcess						Connect & ControlTechnologies								Corporate and Other				Total ITT
Three Months Ended March 29, 2025	Flow Technologies						MotionTechnologies						Connect & ControlTechnologies						Corporate and Other			Total ITT
Operating income	$	63.5		$	~~110.0~~		$	67.6		$	~~70.5~~		$	36.0		$	~~38.1~~		$	(16.2)		$	150.9		$	~~(10.0)~~	$	~~208.6~~
Gain on sale of business				(47.8)						—						—									—		(47.8)
Intangible amortization	6.8						0.2						7.0						—			14.0
Restructuring costs	4.2			~~0.2~~			0.2			~~0.4~~			2.1			~~0.2~~			—			6.5			—		~~0.8~~
Acquisition-related costs	0.4			—			—			~~(0.4)~~			(0.1)			~~1.2~~			—			0.3			—		~~0.8~~
Other special items	0.9			~~(0.1)~~			0.7			—			—			—			—			1.6			—		~~(0.1)~~
Adjusted operating income	$	75.8		$	~~62.3~~		$	68.7		$	~~70.5~~		$	45.0		$	~~39.5~~		$	(16.2)		$	173.3		$	~~(10.0)~~	$	~~162.3~~
Operating margin	19.1		%	~~31.9~~		%	19.5		%	~~21.1~~		%	15.3		%	~~18.4~~		%				16.5		%	~~N/A~~		~~23.6~~		%
Adjusted operating margin	22.7		%	~~18.1~~		%	19.8		%	~~21.1~~		%	19.2		%	~~19.1~~		%				19.0		%	~~N/A~~		~~18.3~~		%
Nine Months Ended September 28, 2024
Operating income				$	251.8					$	201.5					$	106.2								$	(41.3)	$	518.2
Gain on sale of business				(47.8)						—						—									—		(47.8)
Restructuring costs				2.3						2.5						1.8									—		6.6
Acquisition-related costs				—						4.1						1.2									—		5.3
Other special items				(0.3)						—						—									—		(0.3)
Adjusted operating income				$	206.0					$	208.1					$	109.2								$	(41.3)	$	482.0
Operating margin				22.4		%				20.2		%				18.2		%							N/A		19.2		%
Adjusted operating margin				18.4		%				20.8		%				18.7		%							N/A		17.8		%

•“Adjusted Income from Continuing Operations” is defined as income from continuing operations attributable to ITT Inc. |adjusted Q3to ~~2025~~exclude ~~Form~~special 10items that include, but are not limited to, restructuring, intangible amortization, certain asset impairment charges, certain acquisition-Q |and 38divestiture-related impacts, income tax settlements or adjustments, and unusual or infrequent items. Special items represent charges or credits, on an after-tax basis, that impact current results, which management views as unrelated to the Company’s ongoing operations and performance. The after-tax basis of each special item is determined using the jurisdictional tax rate of where the expense or benefit occurred. “Adjusted Income from Continuing Operations per Diluted Share” (Adjusted EPS) is defined as adjusted income from continuing operations divided by diluted weighted average common shares outstanding. We believe that adjusted income from continuing operations and adjusted EPS are useful to investors and other users of our financial statements in evaluating ongoing operating profitability, as well as in evaluating operating performance in relation to our competitors.

~~•“Adjusted~~Reconciliations ~~Income~~of ~~from~~adjusted ~~Continuing Operations” is defined as~~ income from continuing operations attributable to ITT ~~Inc. adjusted~~ to ~~exclude~~income ~~special~~from ~~items~~continuing ~~that~~operations ~~include,~~attributable ~~but are not limited~~ to, ~~restructuring,~~ITT ~~certain asset impairment charges, certain acquisition-~~ and ~~divestiture-related~~adjusted ~~impacts,~~ income ~~tax~~from ~~settlements~~continuing oroperations ~~adjustments,~~attributable ~~and~~to ~~unusual~~ITT orper ~~infrequent~~diluted ~~items.~~share ~~Special items represent charges or credits, on an after-tax basis, that impact current results, which management views as unrelated~~ to ~~the~~income ~~Company’s~~from ~~ongoing~~continuing operations ~~and~~attributable ~~performance.~~to ~~The~~ITT ~~after-tax basis of each special item is determined using the jurisdictional tax rate of where the expense or benefit occurred. “Adjusted Income from Continuing Operations~~ per ~~Diluted~~diluted ~~Share”~~share (~~Adjusted~~ EPS) isfor ~~defined~~the asthree ~~adjusted~~months ~~income~~ended ~~from~~April 4, ~~continuing~~2026 ~~operations~~and ~~divided~~March 29, by2025 ~~diluted~~are ~~weighted~~provided ~~average common shares outstanding~~below. WePer ~~believe~~share ~~that~~amounts ~~adjusted income from continuing operations and adjusted EPS~~ are ~~useful~~reported toin ~~investors~~ones and ~~other~~may ~~users~~not ofcalculate ~~our~~due ~~financial statements in evaluating ongoing operating profitability, as well as in evaluating operating performance in relation~~ to ~~our competitors~~rounding.

Reconciliations of adjusted income from continuing operations attributable to ITT to income from continuing operations attributable to ITT and adjusted income from continuing operations attributable to ITT per diluted share to income from continuing operations attributable to ITT per diluted share (EPS) for the three and nine months ended September 27, 2025 and September 28, 2024 are provided below. Per share amounts are reported in ones and may not calculate due to rounding.


	April 04, 2026				March 29, 2025
For the Three Months Ended	Income from Continuing Operations		EPS		Income from Continuing Operations		EPS
Reported	$	78.0	$	0.89	$	108.4	$	1.33

Acquisition-related costs	67.5		0.77		0.3		—
Intangible amortization	26.7		0.30		14.0		0.17
Restructuring costs	10.8		0.12		6.5		0.08


Other pre-tax special items	(0.6)		(0.01)		1.6		0.02
Net tax benefit of pre-tax special items	(26.1)		(0.30)		(4.8)		(0.06)
Other tax-related special items(a)(b)	17.4		0.21		3.4		0.04
Adjusted	$	173.7	$	1.98	$	129.4	$	1.58

	September 27, 2025				September 28, 2024
For the Three Months Ended	Income from Continuing Operations		EPS		Income from Continuing Operations		EPS
Reported	$	127.0	$	1.62	$	161.8	$	1.97
Gain on sale of Wolverine business	—		—		(47.8)		(0.58)
Restructuring costs	3.8		0.05		0.8		0.01
Acquisition-related costs	0.6		0.01		0.8		0.01
Other pre-tax special items	0.5		—		(0.1)		—
Net tax benefit of pre-tax special items	(1.3)		(0.02)		(0.7)		(0.01)
Other tax-related special items(a)(b)	9.1		0.12		5.6		0.07
Adjusted	$	139.7	$	1.78	$	120.4	$	1.47

(a)The three months ended April 4, 2026 include tax expense related to undistributed foreign earnings of $6.4, tax expense of $9.4 associated with amended tax filings in Luxembourg, tax expense of $1.8 related to transaction-related costs incurred in connection with the SPX FLOW acquisition, and other special-item tax (benefits) of $(0.3).

	September 27, 2025				September 28, 2024
For the Nine Months Ended	Income from Continuing Operations		EPS		Income from Continuing Operations		EPS
Reported	$	356.4	$	4.46	$	393.1	$	4.77
Gain on sale of Wolverine business	—		—		(47.8)		(0.58)
Restructuring costs	13.5		0.17		6.6		0.08
Acquisition-related costs	1.3		0.02		5.3		0.06
Other pre-tax special items	2.4		0.03		(0.3)		—
Net tax benefit of pre-tax special items	(4.1)		(0.05)		(2.9)		(0.04)
Other tax-related special items(a)(b)	19.0		0.24		7.3		0.09
Adjusted	$	388.5	$	4.87	$	361.3	$	4.38

(b)The three months ended March 29, 2025 include tax expense (benefit) on undistributed foreign earnings of $2.5 and other tax special items of $0.9.

~~(a)The~~ITT ~~three~~Inc. ~~and~~| ~~nine~~Q1 ~~months~~2026 ~~ended~~Form ~~September 27, 2025 include tax expense on distributions of non~~10-~~U.S.~~Q ~~income~~| of $5.9 and $9.4, tax expense on return to accrual adjustments of $3.5 and $4.3, tax expense on undistributed foreign earnings of $0.1 and $3.5, and other tax (benefit) expense special items of ($0.4) and $1.8, respectively.35

(b)The three months ended September 28, 2024 includes tax expense on distributions of non-U.S. income $4.6, tax expense from valuation allowance impacts $2.2, and a tax benefit on return to accrual adjustments of ($1.3). The nine months ended September 28, 2024 includes tax expense on distributions of $5.4, tax expense from valuation allowance impacts of $2.2, expense from tax on undistributed foreign earnings of $1.9, a tax benefit to record a net operating loss deferred tax asset related to a prior year acquisition of $(2.0) and a tax benefit on return to accrual adjustments of ($0.6).

ITT Inc. | Q3 2025 Form 10-Q | 39

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 2, Recent Accounting Pronouncements, to the Consolidated Condensed Financial Statements for information on recent accounting pronouncements.

CRITICAL ACCOUNTING ESTIMATES

The preparation of the Company’s financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. The Company believes the most complex and sensitive judgments, because of their significance to the Consolidated Condensed Financial Statements, result primarily from the need to make estimates about the effects of matters that are inherently uncertain. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the ~~2024~~2025 Annual Report describes the critical accounting estimates that are used in the preparation of the Consolidated Condensed Financial Statements. Actual results in these areas could differ from management’s estimates. There have been no material changes concerning the Company’s critical accounting estimates as described in our ~~2024~~2025 Annual Report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has been no material change in the information concerning market risk as stated in our ~~2024~~2025 Annual Report. See Note 1819, Derivative Financial Instruments, to the Consolidated Condensed Financial Statements for information on the Company’s use of derivative financial instruments to mitigate exposure from foreign currency exchange rate fluctuations and commodity price fluctuations.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Chief Executive Officer and Chief Financial Officer of the Company have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act) as of the end of the period covered by this Report. Based on such evaluation, such officers have concluded that, as of the end of the period covered by this Report, the Company’s disclosure controls and procedures were effective. The Company completed the acquisition of SPX FLOW on March 2, 2026 and has not yet fully incorporated SPX FLOW’s internal controls and procedures into the Company’s internal control over financial reporting. This integration will be completed within the time period permitted by the applicable rules and regulations of the U.S. Securities and Exchange Commission for a recently acquired business.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the period covered by this Report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITT Inc. | Q3Q1 ~~2025~~2026 Form 10-Q | 4036

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we are involved in legal proceedings that are incidental to the operation of our business. For a discussion of legal proceedings, see Note 1718, Commitments and Contingencies, to the Consolidated Condensed Financial Statements.

ITEM 1A. RISK FACTORS

Reference is made to the risk factors set forth in Part I, Item 1A, “Risk Factors”, of our ~~2024~~2025 Annual Report, which are incorporated by reference herein. Other than the following risk factor, there have been no material changes with regard to the risk factors disclosed in such report.

~~Tariffs~~The ~~remain~~conflict ~~uncertain~~involving the United States, Israel, and ~~may~~Iran ~~continue~~and torelated ~~have~~geopolitical ainstability ~~negative~~may ~~impact~~adversely toaffect our business.

~~Over~~In ~~the~~February ~~last several years~~2026, the ~~U.S.~~United ~~government~~States ~~has~~and ~~undertaken~~Israel aconducted ~~series~~coordinated ofmilitary ~~actions~~strikes toagainst ~~impose~~Iran, orwhich ~~increase~~responded ~~tariffs~~with onmissile ~~certain~~attacks ~~goods~~across ~~imported into~~ the Uregion.~~S.,~~ ~~particularly~~Although ~~from~~we ~~China~~do ~~and~~not ~~other~~have ~~key~~material ~~trading~~operations ~~partners.~~in Inthe ~~early~~Middle ~~2025~~East, the ~~U.S.~~ongoing ~~government~~conflict, ~~announced~~and orany ~~extended~~further ~~tariffs on a range of imported goods~~escalation, including ~~certain~~additional ~~industrial~~military ~~components~~actions, ~~and~~retaliatory ~~raw~~measures, ~~materials~~sanctions, asdisruptions ~~part~~to ~~of ongoing~~ trade ~~actions.~~or Intransportation ~~response~~routes, ~~several countries~~cyberattacks, ~~including~~or ~~China,~~other ~~announced~~governmental or ~~implemented~~market ~~retaliatory~~responses, ~~tariffs~~has onresulted ~~goods~~in, ~~exported~~and ~~from~~could ~~the~~continue ~~United~~to ~~States.~~result ~~These~~in, ~~reciprocal~~significant ~~trade~~disruptions ~~measures have contributed~~ to ~~increased uncertainty in~~ global ~~trade~~energy ~~policy~~supplies and ~~supply~~increases ~~chain~~in ~~dynamics~~energy prices. ~~Prior~~These ~~tariffs~~developments ~~have~~may ~~negatively~~heighten ~~impacted~~inflationary ~~demand~~pressures ~~for~~on our ~~products~~input ascosts ~~well as the cost of certain parts~~ and ~~materials~~supply ~~that~~chain, weadversely ~~purchase~~affect ~~from~~global ~~vendors~~supply ~~located overseas~~chains, ~~particularly~~energy inand ~~China.~~commodity ~~Although~~markets, wecurrency ~~have~~exchange ~~been mitigating~~rates, ~~and~~financial ~~will continue attempting to mitigate~~markets, ~~the impact of tariffs by supplier~~ and ~~customer~~overall ~~negotiations~~macroeconomic conditions, ~~diversification strategies~~ and ~~pricing~~negatively ~~actions,~~impact ~~there~~customer ~~can~~demand bein nothe ~~assurance~~markets ~~that~~in ~~our~~which ~~mitigation~~we ~~actions will be effective~~operate. AsWhile ~~trade~~we ~~tensions~~expect ~~remain~~the ~~elevated~~conflict ~~and~~to ~~governments~~ continue to adjust their trade policies, it is unclear what additional measures may be taken by the U.S. or other countries. Any new or continued trade disputes, retaliatory tariffs, or additional protectionist policies may adversely affect ~~demand for~~ our ~~products~~business, ~~increase~~financial ~~our input costs~~condition, ~~disrupt~~and ~~our~~results ~~global~~of ~~supply chain~~operations, ~~and create volatility in~~ the ~~broader~~extent ~~economic~~and ~~environment.~~duration ~~These risks, in turn, could have a material adverse effect on our business, results~~ of ~~operations,~~these ~~and~~impacts ~~financial~~remain ~~condition~~uncertain.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On ~~October~~March 42, ~~2023~~2026, the ~~Board~~Company ofissued ~~Directors~~3,839,824 ~~approved~~shares anof ~~indefinite~~ITT ~~term~~common stock, representing $1777.2 of the consideration issued of LSF11 Redwood Parent,~~000~~ ~~open-market~~L.P., ~~share~~a ~~repurchase~~Delaware ~~program~~limited (partnership, for the ~~2023~~SPX ~~Plan)~~FLOW acquisition. The shares were issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act.

On October 4, 2023, the Board of Directors approved an indefinite term $1,000 open-market share repurchase program (the 2023 Plan). As of ~~September~~April 274, ~~2025~~2026, there was $~~475~~355 of remaining capacity under the 2023 Plan. Share repurchase activity during the three months ended April 4, 2026 is shown in the table below.

There were no open-market share repurchases during the three months ended September 27, 2025.


PERIOD	TOTAL NUMBER OF SHARES PURCHASED(1)(3)	AVERAGE PRICE PAID PER SHARE(2)			TOTAL NUMBER OF SHARES PURCHASED AS PART OF PUBLICLY ANNOUNCED PLANS OR PROGRAMS(3)		APPROXIMATE DOLLAR VALUE OF SHARES THAT MAY YET BE PURCHASED UNDER THE PLANS OR PROGRAMS (IN MILLIONS)
1/1/2026 - 1/31/2026	—		$	—		—		$	455
2/1/2026 - 2/28/2026	—		$	—		—		$	455
3/1/2026 - 4/4/2026	532,377		$	187.84		532,377		$	355

(1)Excludes shares withheld in settlement of employee tax withholding obligations due upon the vesting of restricted stock unit and performance stock unit awards.

(2)Average price paid per share is calculated on a settlement basis and excludes commissions.

(3)Amounts are in whole numbers.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITT Inc. | Q3Q1 ~~2025~~2026 Form 10-Q | 4137

ITEM 5. OTHER INFORMATION

Disclosure pursuant to Section 219 of the Iran Threat Reduction & Syria Human Rights Act (ITRA)

This disclosure is made pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 which added subsection (r) to Section 13 of the Exchange Act (Section 13(r)). Section 13(r) requires an issuer to disclose in its annual or quarterly reports whether it or any of its affiliates have knowingly engaged in certain activities, transactions or dealings relating to Iran. Disclosure of such activities, transactions or dealings is required even when conducted outside the United States by non-U.S. persons in compliance with applicable law, and whether or not such activities are sanctionable under U.S. law.

In its 2012 Annual Report, ITT described its acquisition of all the shares of Joh. Heinr. Bornemann GmbH (Bornemann) in November 2012, as well as certain activities of Bornemann in Iran and the wind down of those activities in accordance with a General License issued on December 26, 2012 by the Office of Foreign Assets Control (the General License). As permitted by the General License, on or before March 8, 2013, Bornemann completed the wind-down activities and ceased all activities in Iran. As required to be disclosed by Section 13(r), the gross revenues and operating income to Bornemann from its Iranian activities subsequent to its acquisition by ITT were 2.2 million Euros and 1.5 million Euros, respectively. Prior to its acquisition by ITT, Bornemann issued a performance bond to its Iranian customer in the amount of 1.3 million Euros (the Bond). Bornemann requested that the Bond be canceled prior to March 8, 2013; however, the former customer refused this request and as a result the Bond remains outstanding. Bornemann did not receive gross revenues or operating income, or pay interest, with respect to the Bond in any subsequent periods through ~~September~~April 274, ~~2025~~2026, however, Bornemann did pay fees of approximately 53 thousand Euros during the ~~nine~~three months ended ~~September~~April 274, ~~2025~~2026 and annual fees of 7 thousand Euros during ~~2024~~2025 to the German financial institution which is maintaining the Bond.

Rule 10b5-1 Trading Plans

During the three months ended ~~September~~April 274, ~~2025~~2026, no director or executive officer of the Company adopted, modified, or terminated a trading arrangement intended to satisfy the affirmative defenses of Rule 10b5-1(c) under the Exchange Act or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K except as set forth below.

AsITT previously disclosed, Luca Savi, the Company’s CEO and President, entered into a Rule 10b5-1 trading arrangement (the “Rule 10b-5 Plan”) on June 2, 2025, that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)Inc. ~~The~~| ~~Rule~~Q1 ~~10b-5~~2026 ~~Plan~~Form ~~provided for the sale, subject to certain price limits, of up to 40,282 shares of the Company’s common stock. The Rule 10b~~10-5Q ~~Plan~~| had a trading effective date of September 1, 2025, and no sales were permitted to occur before that date. Mr. Savi terminated the Rule 10b-5 plan on August 5, 2025, which was the third business day after the Company disclosed its financial results for the period ended June 28, 2025. No shares were sold pursuant to the Rule 10b-5 Plan. Also, as previously disclosed, Mr. Savi sold an aggregate of 68,026 shares of the Company’s common stock in open market transactions on August 7 and 8, 2025. The sales were made to facilitate his purchase of a new personal residence near the Company’s headquarters. Following these sales, Mr. Savi continues to satisfy the Company’s executive stock ownership guidelines.38

ITT Inc. | Q3 2025 Form 10-Q | 42

ITEM 6. EXHIBITS

EXHIBIT NUMBER

DESCRIPTION

(10.1)

~~Amendment No. 1 to~~ Credit Agreement, dated asFebruary ~~of July 30~~18, ~~2025~~2026, by and among ITT Inc., certain of its subsidiaries, ofas ~~ITT~~co-borrowers, ~~Inc.~~each lender from time to time party thereto, and U.S. Bank National Association, ~~and~~as the ~~other~~administrative ~~parties~~agent, ~~signatory~~sole ~~thereto~~lead arranger and sole bookrunnerIncorporated by reference to Exhibit 1.1 of ITT Inc.’s Form 8-K dated February 18, 2026

(10.2)

Registration Rights Agreement, dated March 2, 2026, by and among ITT Inc. and LSF11 Redwood Parent, L.P.Incorporated by reference to Exhibit 10.1 of ITT Inc.’s Form 8-K dated March 2, 2026

(10.3)*

Form of 2026 Performance Unit Award Agreement

(10.4)*

Form of 2026 Restricted Unit Award Agreement

(10.5)*

Form of 2026 Restricted Stock Unit Award Agreement for Non-Employee Directors

(31.1)

Certification pursuant to Rule 13a-14(a)/15d-14 (a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

(31.2)

Certification pursuant to Rule 13a-14(a)/15d-14 (a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

(32.1)

Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(32.2)

Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(101)

The following materials from ITT Inc.’s Quarterly Report on Form 10-Q for the quarter ended ~~September~~April 274, ~~2025~~2026, formatted in Inline XBRL (Inline Extensible Business Reporting Language): (i) Consolidated Condensed Statements of Operations, (ii) Consolidated Condensed Statements of Comprehensive Income, (iii) Consolidated Condensed Balance Sheets, (iv) Consolidated Condensed Statements of Cash Flows, (v) Consolidated Condensed Statements of Changes in Shareholders’ Equity, (vi) Notes to Consolidated Condensed Financial Statements, and (vii) Cover Page

(104)

The cover page from the Quarterly Report on Form 10-Q for the quarter ended ~~September~~April 274, ~~2025~~2026, formatted in Inline XBRL (included in Exhibit 101).

~~ITT~~* ~~Inc.~~Management |compensatory ~~Q3 2025 Form 10-Q | 43~~plan

ITT Inc. | Q1 2026 Form 10-Q | 39

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.



						ITT Inc.

						(Registrant)

By:						/s/ CHERYL DE MESA GRAZIANO
						Cheryl de Mesa Graziano
						Vice President and Chief Accounting Officer
						(Principal Accounting Officer)

~~October~~May 296, ~~2025~~2026

ITT Inc. | Q3Q1 ~~2025~~2026 Form 10-Q | 4440

Filing Compare · ITT INC.