ITT Inc美股招股说明书(2025-12-10版)

7,000,000 Shares ITT Inc. (“ITT”) is offering 7,000,000 shares of its common stock, par value $1.00 per share, pursuant to this prospectus supplement and theaccompanying prospectus. On December4, 2025, we entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with LSF11 Redwood Parent, L.P.(the “Seller”), LSF11 Redwood TopCo LLC (the “SPX FLOW”) and ITT Industries Holdings, Inc., a wholly owned subsidiary of ITT (the “Buyer”),pursuant to which the Buyer has agreed to purchase (the “Acquisition”) 100% of the issued and outstanding membership interests in SPX FLOW, aprovider of highly engineered equipment and process technologies for the industrial and health and nutrition markets. We intend to use the net proceeds from this offering to fund a portion of the purchase price of the Acquisition; however, this offering is notcontingent upon the consummation of the Acquisition. If the Acquisition is not consummated, we intend to use the net proceeds from this offering forgeneral corporate purposes. See “Use of Proceeds.” Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “ITT.” On December8, 2025, the last reported saleprice of our common stock on the NYSE was $169.49 per share. See “Risk Factors” beginning on page S-32 of this prospectus supplement and in the documents incorporated byreference in this prospectus supplement to read about factors you should consider before buying shares of our commonstock. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. (1)See “Underwriting” for a description of the compensation payable to the underwriters. We have granted the underwriters an option to purchase up to 1,050,000 additional shares of our common stock at the public offering price lessunderwriting discounts and commissions within 30 days from the date of this prospectus supplement. The underwriters expect to deliver the shares of common stock against payment in New York, New York onDecember10, 2025. UBS Investment BankBTIGCOMMERZBANK Table of Contents TABLE OF CONTENTS Prospectus Supplement SummaryRisk FactorsUse of ProceedsCapitalizationMaterial U.S. Federal Income Tax Considerations for Non-U.S. HoldersUnderwritingLegal MattersExperts About This ProspectusWhere You Can Find More InformationDocuments Incorporated by ReferenceForward-Looking and Cautionary StatementsThe CompanyRisk FactorsUse of ProceedsDescription of Capital StockDescription of Debt SecuritiesDescription of Depositary SharesDescription of WarrantsDescription of Subscription RightsDescription of Purchase Contracts and Purchase UnitsDescription of UnitsPlan of DistributionLegal Matters Experts We have not, and the underwriters have not, authorized anyone to provide you with any information that is not contained in orincorporated by reference into this prospectus supplement, the accompanying prospectus and any related free writing prospectus that isrequired to be filed with the SEC. We take no responsibility for, and can provide no assurance as to the reliability of, any other information thatothers may give you. You should assume that the information contained in or incorporated by reference into this prospectus supplement, theaccompanying prospectus and any such free writing prospectus is accurate only as of the date of the applicable document. Our business,financial condition, liquidity, results of operations and prospects may have changed since those dates. We are not, and the underwriters are not,making an offer to sell these securities in any state or other jurisdiction where the offer and sale is not permitted. The shares of common stock are being offered for sale only in jurisdictions where it is lawful to make such offers. The distribution of thisprospectus supplement and the accompanying prospectus and the offering of the shares of common stock in certain jurisdictions may be restricted bylaw. Persons outside the United States who receive this prospectus supplement and the accompanying prospectus should inform themselves about andobserve any such restrictions. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection with,an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer orsolicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful tomake such offer or solicitation. See “Underwriting.” Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also