Skip to main content

ITT INC.

For the period ended Jun 28, 2025. Filed Jul 31, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 28, 2025 · Filed Jul 31, 2025

ITT$218.21+6.2%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

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 June 28, 2025, however, Bornemann did pay fees of approximately 3 thousand Euros during the six months ended June 28, 2025 and annual fees of 7 thousand Euros during 2024 to the German financial institution which is maintaining the Bond.

Rule 10b5-1 Trading Plans

During the three months ended June 28, 2025, the following executive officer adopted a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K):

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 is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The Rule 10b-5 Plan provides for the sale, subject to certain price limits, of up to 40,282 shares of the Company’s common stock. Mr. Savi entered into the plan to facilitate his purchase of a new personal residence near the Company’s headquarters. The Rule 10b-5 Plan has a trading effective date of September 1, 2025, and no sales may occur before that date. Mr. Savi’s Rule 10b-5 Plan will expire on December 2, 2025, unless terminated earlier pursuant to the terms of the Rule 10b-5 Plan. If all shares are sold pursuant to the Rule 10b-5 Plan, Mr. Savi will continue to satisfy the Company’s executive stock ownership guidelines.

No other director or executive officer of the Company adopted, modified, orterminated 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, during the three months ended June 28, 2025.

2025 Revolving Credit Agreement

On July 30, 2025, we terminated the 2021 Revolving Credit Agreement and replaced it with a new revolving credit facility consisting of a syndicate of third-party lenders including U.S. Bank National Association, as administrative agent (the 2025 Revolving Credit Agreement). For more information regarding the 2025 Revolving Credit Agreement, see Note 14, Debt — Subsequent Events to the Consolidated Condensed Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — 2025 Revolving Credit Agreement of this Quarterly Report on Form 10-Q. The 2021 Revolving Credit Agreement was terminated on July 30, 2025 with no outstanding balances remaining.

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.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.