ITT Inc. (NYSE:ITT) entered into a Membership Interest Purchase Agreement to acquire SPX FLOW, Inc. from Lone Star Americas Acquisitions, Inc. for approximately $4.8 million on December 4, 2025. Pursuant to the Purchase Agreement, the Buyer will purchase 100% of the membership interests of the Target on a cash-free, debt-free basis, for an aggregate purchase price of $4.775 billion, which is expected to be comprised of $4.075 billion in cash and 3,839,824 shares of ITT common stock.

The completion of the Acquisition is subject to and dependent upon customary closing conditions, including the receipt of certain U.S. and foreign governmental and regulatory approvals, including receipt of requisite approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and subject to official notice of issuance, the Additional Listing Application shall have been approved, and the Aggregate Stock Consideration shall have been approved for listing on the NYSE.