ITT INC.
For the period ended Sep 27, 2025. Filed Oct 29, 2025.
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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.
Sep 27, 2025 · Filed Oct 29, 2025
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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 27, 2025, however, Bornemann did pay fees of approximately 5 thousand Euros during the nine months ended September 27, 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 September 27, 2025, 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.
As 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). The Rule 10b-5 Plan provided for the sale, subject to certain price limits, of up to 40,282 shares of the Company’s common stock. The Rule 10b-5 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.
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