ITT INC.

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: Flow Technologies (FT) (formerly Industrial Process), consisting of flow equipment and services; Motion Technologies (MT), consisting of friction and shock and vibration equipment; and Connect & Control Technologies (CCT), consisting of electronic connectors, cable assemblies, and fluid handling, motion control, and noise and energy absorption products. Financial information for our segments is presented in Note 3, Segment Information.

Business Combinations

On March 2, 2026, the Company completed the acquisition of SPX FLOW, Inc. (SPX FLOW) for a purchase price of $4,306.5, net of cash acquired. Subsequent to the acquisition, SPX FLOW’s results are reported within our FT segment.

On July 6, 2026, the Company completed the acquisition of Aerospace Contacts LLC (Aerospace Contacts) for a preliminary purchase price of $31.6, net of cash acquired. Subsequent to the acquisition, Aerospace Contacts’ results are reported within our CCT segment. Refer to Note 20, Acquisitions, for additional information regarding the SPX FLOW and Aerospace Contacts business combinations.

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, 2025, presented herein, has been derived from our audited balance sheet included in our Annual Report on Form 10-K (2025 Annual Report) for the year ended December 31, 2025, but does not include all disclosures required by accounting principles generally accepted in the United States (GAAP). Other than the Reclassification - Intangible amortization expenses described below, we consistently applied the accounting policies described in the 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 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 following a 13-week reporting period, except for the last quarterly period of the fiscal year, which ends on December 31 st. ITT’s nine-month period ended October 3, 2026 included an additional six days compared to the prior year nine-month period ended September 27, 2025.

Reclassification - Intangible amortization expenses

Effective January 1, 2026, the Company reclassified intangible amortization expenses as a separate financial statement line item within the Consolidated Statements of Operations. The Company has seen diversity in practice in the 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 were not presented as a separate financial statement line item.

The Company has reclassified prior‑period amounts to conform to the current‑period presentation. The reclassifications had no impact on operating income, income before income taxes, net income, or earnings per share. The impact of the reclassification on our previously issued Consolidated Condensed Statement of Operations financial statements is presented in the following table:

Consolidated Condensed Statement of Operations

NOTE 2

RECENT ACCOUNTING PRONOUNCEMENTS

From time to time, the Financial Accounting Standards Board (FASB) or other 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 International Accounting Standards (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 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 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.

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. Ourthree reportable segments are referred to as Flow Technologies, Motion 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.

Connect & Control Technologies manufactures harsh-environment connector solutions, cable assemblies, precision contacts, critical energy absorption, and flow control components 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.

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.

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

(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.

(a)Operating margin for Flow Technologies decreased for the three and nine months ended October 3, 2026 primarily due to acquisition-related impacts associated with the SPX FLOW acquisition.

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

(b)Total assets and depreciation and amortization for Flow Technologies increased for the nine months ended October 3, 2026 as a result of the acquisition of SPX FLOW.

(c)Total assets for Corporate and Other as of the nine months ended October 3, 2026 reflect a decline in cash and equivalents of approximately $1.3 billion utilized to finance a portion of the SPX FLOW acquisition.

NOTE 4

REVENUE

The following tables present our revenue disaggregated by end market.

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.

During the three and nine months ended October 3, 2026, we recognized revenue of $29.5 and $146.2, respectively, related to contract liabilities as of December 31, 2025. The increase in current contract assets and 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 $2,781.6 as of October 3, 2026. Of this amount, we expect to recognize approximately 35% to 40% of revenue during the remainder of 2026. 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.

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.

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

NOTE 6

INCOME TAXES

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

The ETR for the three and nine months ended October 3, 2026 increased to 33.2% and 35.5%, respectively, primarily due to the recognition of additional tax expense related to undistributed foreign earnings and withholding taxes on distributions of foreign earnings. The SPX FLOW acquisition also affected the geographic mix of earnings, which further contributed to the higher ETR for both periods, which was partially offset by related foreign tax credit benefits. The increase in the ETR for the nine-month period was further impacted by amended tax filings in Luxembourg, as well as transaction-related costs incurred in connection with the SPX FLOW acquisition.

The majority of the deferred tax liabilities associated with the SPX FLOW acquisition were recognized in the first quarter of 2026 based on the Company's preliminary purchase accounting. During the second and third quarters of 2026, the Company recorded measurement-period adjustments to the preliminary purchase accounting estimates, including adjustments to the allocation of the purchase price. The preliminary purchase accounting remains subject to adjustment during the measurement period. The Company’s deferred tax balances also include SPX FLOW’s existing deferred taxes assumed as of the acquisition date.

In October 2021, more than 135 countries and jurisdictions agreed to participate in a “two-pillar” international tax approach developed by the Organisation for Economic Co-operation and Development (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 October 3, 2026, Pillar Two did not have a significant impact on our financial statements.

On January 5, 2026, the OECD released a Pillar Two Administrative Guidance package containing the Side-by-Side Safe Harbor (the SbS). Under the SbS, Multinational Enterprises 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-up taxes under 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 first quarter of 2026, 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.

There wereno anti-dilutive shares as of the three and nine months ended October 3, 2026 and September 27, 2025 to exclude from the computation of diluted earnings per share.

NOTE 8

RECEIVABLES, NET

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

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

(a)Includes allowance for credit losses on contract assets.

NOTE 9

INVENTORIES

The following table summarizes our inventories.

NOTE 10

OTHER CURRENT AND NON-CURRENT ASSETS

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

NOTE 11

PLANT, PROPERTY AND EQUIPMENT, NET

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

The following table summarizes our depreciation expense.

Government Assistance - Capital Grant

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 is expected to be received over a three-year period that began in 2025 and is primarily related to capital expenditures and, to a lesser extent, certain research and development activities. During the nine months ended October 3, 2026 and September 27, 2025, the Company received $4.9 and $7.9, respectively. The proceeds were 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.

NOTE 12

GOODWILL AND OTHER INTANGIBLE ASSETS, NET

Goodwill

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

(a)Goodwill acquired for our FT segment is primarily 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.

The preliminary fair values of intangible assets acquired in connection with the purchases of SPX FLOW and Aerospace Contacts consist of the following:

Customer relationships, developed technology, and other intangible assets are amortized over weighted average lives of approximately 17.7 years,17.7 years and 1.7 years, respectively. Indefinite-lived intangibles primarily consist of brands and trademarks.

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

NOTE 13

ACCOUNTS PAYABLE, ACCRUED LIABILITIES AND OTHER NON-CURRENT LIABILITIES

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

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.

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

NOTE 14

LEASES

The following table displays our future lease obligations related to non-cancellable operating leases as of October 3, 2026.

During the three months ended October 3, 2026, the Company recognized $23.1 of non-cash right-of-use assets and corresponding lease liabilities, primarily related to the renewal of a key manufacturing site lease in the Motion Technologies segment.

NOTE 15

DEBT

The following table summarizes our outstanding debt obligations.

Commercial Paper

The following table presents our outstanding commercial paper borrowings and associated weighted average interest rates as of October 3, 2026 and December 31, 2025.

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 October 3, 2026, there wereno 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.

As of October 3, 2026, all financial covenants (e.g., leverage ratio) associated with the 2025 Revolving Credit Agreement were within the prescribed thresholds.

Long-Term Debt

The following table provides the future maturities and associated interest rates related to the outstanding long-term debt as of October 3, 2026:

(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. 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. During the third quarter of 2026, the

Company made loan repayments of $65.0 under the DDTL Loans. As of October 3, 2026, total outstanding borrowings under the DDTL Loans were $2,810.0.

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.

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. 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.

The 2025 Term Loan Credit Agreement had a maturity of two years and provided 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 nine months ended October 3, 2026, the Company made repayments of $520.0, representing the remaining outstanding balance under the 2025 Term Loan Credit Agreement, thereby terminating the agreement.

SPX FLOW Senior Notes due 2030

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 $532.8 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.

NOTE 16

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.

As of October 3, 2026, there was $63.5 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 1.8 years. Additionally, unrecognized compensation cost related to liability-based awards was $6.6, which is expected to be recognized ratably over a weighted-average period of 1.8 years.

Year-to-Date 2026 LTIP Activity (Equity-based Awards)

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 nine months ended October 3, 2026, we granted the following LTIP awards as provided in the table below:

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

During the nine months ended October 3, 2026 and September 27, 2025, a nominal amount of non-qualified stock options were exercised resulting in proceeds of $0.1 and $0.9, respectively. During the nine months ended October 3, 2026 and September 27, 2025, RSUs of 0.1 and 0.1, respectively, vested and were issued. During the nine months ended October 3, 2026 and September 27, 2025, PSUs of 0.1 and 0.1 that vested on December 31, 2025 and 2024, respectively, were issued.

NOTE 17

CAPITAL STOCK

On March 2, 2026, the Company issued 3.84 shares of ITT common stock, representing $777.2 of the consideration for the SPX 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). The following table summarizes our share repurchase activity during the three and nine months ended October 3, 2026 and September 27, 2025, respectively.

There was $305 of remaining capacity left under the 2023 Plan as of October 3, 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.

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

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.

Environmental-related assets, including estimated recoveries from insurance providers and other third parties, were $15.3 and $10.3 as of October 3, 2026 and December 31, 2025, respectively.

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

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 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:

(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 Statements of Operations. 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 impacts from foreign currency derivative contracts were as follows:

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

NOTE 20

ACQUISITIONS

Acquisition of SPX FLOW

On March 2, 2026, we completed the acquisition of 100% of SPX FLOW pursuant to the Membership Interest Purchase Agreement, dated December 4, 2025, with LSF11 Redwood Parent, L.P. (the Purchase Agreement). SPX FLOW is a provider of highly engineered equipment and process technologies serving industrial, chemical, energy, nutrition and health and personal care markets. Its portfolio includes brands and equipment designed to improve process efficiency, product quality and operational performance for customers worldwide. SPX FLOW’s approximately 4,000 employees bring engineering expertise and customer intimacy that we believe will support long‑standing relationships and help drive recurring aftermarket value across a large installed base. SPX FLOW, which generated revenue of $1,340 during 2025, is reported within our FT segment.

The total acquisition consideration of $4,306.5, net of cash acquired, was funded through a combination of cash and equity. The final consideration reflects the completion of the customary working capital adjustment. The following table summarizes the preliminary purchase consideration transferred in connection with the acquisition:

(a)Fair value of shares issued is based on 3.84 shares issued at a price of $202.41 per share.

The primary areas of the purchase price allocations that are not yet finalized relate to the valuation of certain assets and liabilities, income tax, and residual goodwill, which represents the excess of the purchase price over the fair value of the net tangible and other intangible assets acquired. The Company expects to obtain the information necessary to finalize fair value of the net assets and liabilities during the measurement period, not to exceed one year from the acquisition date. Changes to the preliminary estimates of the fair value during the measurement period will be recorded as adjustments to those assets and liabilities with a corresponding adjustment to goodwill in the period they occur.

The assets acquired and liabilities assumed for the SPX FLOW acquisition were recorded at fair value and are shown in the table below.

(a)Goodwill acquired with SPX FLOW is primarily attributable to the complementary nature of SPX FLOW’s product portfolio to ITT’s existing industrial flow equipment and services portfolio and ITT’s expansion into the health and nutrition sector. Goodwill is not expected to be deductible for income tax purposes.

Since the acquisition date, SPX FLOW has contributed revenues of $354.4 and $862.7 to the Company's Consolidated Statements of Operations for the three and nine months ended October 3, 2026, respectively. The results from SPX FLOW included $16.3 and ($24.7) in income (loss) from continuing operations before income taxes for the three and nine months ended October 3, 2026, respectively. Transaction expenses of $49.2 were recognized within general and administrative expenses during the nine months ended October 3, 2026. No transaction-related expenses were recognized during the three months ended October 3, 2026.

Pro Forma Financial Information

The following table summarizes the condensed combined results of operations of the Company for the three and nine months ended on October 3, 2026 and September 27, 2025, assuming the SPX FLOW acquisition had occurred on January 1, 2025.

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 three and nine months ended September 27, 2025, include backlog amortization of $23.8 and $71.3, respectively. The nine-month period includes an inventory fair value step-up adjustment of $57.3 and nonrecurring transaction costs of $49.2.

Acquisition of Aerospace Contacts

On July 6, 2026, we completed the acquisition of privately held Aerospace Contacts LLC for a purchase price of $31.6, net of cash acquired. Aerospace Contacts is a manufacturer of precision contacts, housings and shells used in harsh-environment aerospace and defense connector applications. The company generated approximately $24.0 of revenue in 2025 and operates a manufacturing facility in Gilbert, Arizona with approximately 140 employees. As a long-standing supplier of ITT Cannon, this acquisition is expected to strengthen our supply chain resilience and support continued growth in this strategic market. Subsequent to the acquisition, Aerospace Contacts LLC's financial results are reported within our CCT segment.

Pro forma results of operations and the allocation of the preliminary purchase price to assets acquired and liabilities assumed have not been presented because the acquisition is not deemed significant as of the acquisition date.