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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  Emerging growth company ☐

Item 2.02.        Results of Operations and Financial Condition.

On November 2, 2023, ITT Inc. (the “Company”) issued a press release reporting the financial results for the third fiscal quarter ended September 30, 2023.  A copy of the press release is attached to this Current Report on Form 8-K (“Current Report”) as Exhibit 99.1 and is incorporated by reference herein solely for purposes of this Item 2.02 disclosure.

The information in Item 2.02 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section. The information in Item 2.02 of this Current Report, including Exhibit 99.1 attached hereto, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 8.01.        Other Events

On November 1, 2023, ITT Italia s.r.l. (“ITT Italia”), a wholly owned subsidiary of the Company, entered into a Share Sale and Purchase Agreement (the “Agreement”) with Solix Group AB (“Solix”) and Plemont Co-Investment No. 1 Separate Limited Partnership (“Plemont” and, together with Solix, the “Sellers”) pursuant to which ITT Italia will purchase 100% of the outstanding shares of Svanehoj Group A/S (“Svanehoj”), a private limited liability company incorporated under the laws of Denmark, for an aggregate purchase price of approximately $395 million, based on current DKK to USD exchange rate and subject to customary closing adjustments. The transaction is expected to close in the first quarter of 2024, subject to the completion of customary regulatory approvals.

A copy of the press release announcing this transaction is attached to this Current Report as Exhibit 99.2 and incorporated by reference herein solely for purposes of this Item 8.01 disclosure.

Item 9.01.        Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.