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ITT (NYSE: ITT) CFO amends Form 4 to fix tax-withheld shares

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

ITT INC. Senior Vice President & CFO Emmanuel Caprais filed an amended insider report to correct prior tax-withholding entries on company stock. On March 3, 2026, a total of 11,278 shares of common stock were disposed of at $190.39 per share to cover tax liabilities tied to equity compensation.

The amendment clarifies that 7,994 shares were withheld in connection with the settlement of performance units and 3,284 shares were withheld upon vesting of restricted stock units granted on March 3, 2023. After these corrections, Caprais is reported to beneficially own 45,168 shares of ITT common stock directly. These dispositions were tax-withholding events rather than open-market sales.

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Insider Caprais Emmanuel
Role Senior Vice President & CFO
Type Security Shares Price Value
Exercise Price or Tax Liability Common Stock 7,994 $190.39 $1.52M
Exercise Price or Tax Liability Common Stock 3,284 $190.39 $625K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 87,601 shares (Direct)
Footnotes (3)
  1. F1. The original Form 4 filed by the Reporting Person on March 5, 2026 inadvertently overreported the number of shares of common stock that were withheld for tax withholding to pay the tax liability incident to the settlement of performance units on March 3, 2026, as described in the original Form 4. The amount reported herein corrects the number of shares that were withheld on March 3, 2026 with respect to such settlement.
  2. F2. The original Form 4 filed by the Reporting Person on March 5, 2026 inadvertently overreported the number of shares of common stock that were withheld for tax withholding to pay the tax liability incident to the vesting on March 3, 2026 of restricted stock units granted on March 3, 2023, as described in the original Form 4. The amount reported herein corrects the number of shares that were withheld on March 3, 2026 with respect to such vesting.
  3. F3. The amount reported herein corrects the resulting total number of shares beneficially owned by the Reporting Person following all transactions reported in the original Form 4, as corrected by this amendment.

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FAQ

What did ITT (ITT) CFO Emmanuel Caprais report in this amended Form 4?
ITT CFO Emmanuel Caprais filed an amended Form 4 to correct prior tax-withholding entries. The update refines how many shares were withheld to pay taxes on performance units and restricted stock unit vesting that occurred on March 3, 2026, and adjusts his reported share ownership.

How many ITT (ITT) shares were withheld for taxes in this filing?
A total of 11,278 ITT common shares were withheld for taxes. This includes 7,994 shares tied to performance unit settlement and 3,284 shares related to restricted stock unit vesting, all on March 3, 2026, at a reported price of $190.39 per share.

Were the ITT (ITT) transactions by the CFO open-market sales?
The transactions were not open-market sales. Both entries are coded as F, meaning shares were withheld by ITT to cover tax liabilities on equity awards. These are tax-withholding dispositions associated with compensation, not discretionary buy or sell decisions on the open market.

Why was the original ITT (ITT) Form 4 amended by the CFO?
The original Form 4 overreported the number of ITT common shares withheld for tax purposes. This amendment corrects the share counts related to performance unit settlement and restricted stock unit vesting on March 3, 2026, and updates the resulting total beneficial ownership figure accordingly.

What is Emmanuel Caprais’s reported ITT (ITT) share ownership after this amendment?
Following the corrected tax-withholding dispositions, Emmanuel Caprais is reported to beneficially own 45,168 shares of ITT common stock directly. This updated total reflects all transactions previously reported on the original Form 4, as adjusted by this Form 4/A amendment.

What types of ITT (ITT) equity awards are referenced in this Form 4/A?
The amendment references two equity award events: settlement of performance units and vesting of restricted stock units granted on March 3, 2023. In both cases, ITT withheld shares on March 3, 2026, to pay the associated tax liabilities on these compensation awards.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Caprais Emmanuel
(Last) (First) (Middle)
C/O ITT INC. 100 WASHINGTON BLVD.
6TH FLOOR
(Street)
STAMFORD CT 06902
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ITT INC. [ ITT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior Vice President & CFO
3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
03/05/2026 		6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/03/2026 F 7,994(1) D $190.39 45,717(1) D
Common Stock 03/03/2026 F 3,284(2) D $190.39 42,433(2) D
Common Stock 45,168(3) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The original Form 4 filed by the Reporting Person on March 5, 2026 inadvertently overreported the number of shares of common stock that were withheld for tax withholding to pay the tax liability incident to the settlement of performance units on March 3, 2026, as described in the original Form 4. The amount reported herein corrects the number of shares that were withheld on March 3, 2026 with respect to such settlement.
2. The original Form 4 filed by the Reporting Person on March 5, 2026 inadvertently overreported the number of shares of common stock that were withheld for tax withholding to pay the tax liability incident to the vesting on March 3, 2026 of restricted stock units granted on March 3, 2023, as described in the original Form 4. The amount reported herein corrects the number of shares that were withheld on March 3, 2026 with respect to such vesting.
3. The amount reported herein corrects the resulting total number of shares beneficially owned by the Reporting Person following all transactions reported in the original Form 4, as corrected by this amendment.
Tymour Okasha, Assistant Secretary for ITT Inc.; by Power of Attorney for Emmanuel Caprais 03/11/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR