ITT director awarded 909 RSUs, sells 297 shares

ITT Inc. director Christopher O'Shea reported routine equity compensation activity.

Accepted by SEC EDGAR 05/22/2026 - 04:18 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

ITT Inc. director Christopher O'Shea reported routine equity compensation activity. He received a grant of 909 shares of common stock at no cost, representing restricted stock units that are scheduled to vest on the business day immediately prior to the ITT 2027 Annual Meeting of Shareholders.

Separately, 297 shares were withheld on May 20, 2026 to cover tax liabilities tied to the vesting of earlier restricted stock units, based on the average high/low price of $192.18 per share that day. After these transactions, O'Shea directly holds 2,672 shares of ITT common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider O'Shea Christopher

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	909	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	297	$192.18	$57K

Holdings After Transaction: Common Stock — 2,672 shares (Direct)

Footnotes (2)

1. F1. Reflects the withholding of shares of common stock to pay the tax liability incident to the vesting on May 20, 2026, of restricted stock units granted under the ITT Inc. 2011 Omnibus Incentive Plan. The number of shares withheld was determined on May 20, 2026 based on the average of the high/low price of the issuer's common stock on May 20, 2026.
2. F2. Reflects an award of restricted stock units, all of which are scheduled to vest on the business day immediately prior to the ITT 2027 Annual Meeting of Shareholders.

Key Figures

RSU grant: 909 shares Tax withholding shares: 297 shares Withholding price: $192.18 per share +2 more

5 metrics

RSU grant 909 shares Grant of common stock on May 21, 2026

Tax withholding shares 297 shares Withheld on May 20, 2026 to pay tax liability

Withholding price $192.18 per share Average of high/low ITT stock price on May 20, 2026

Holdings after transactions 2,672 shares Direct ownership after reported May 2026 transactions

Holdings after tax withholding 1,763 shares Direct ownership immediately after 297 shares withheld

Key Terms

restricted stock units, withholding of shares, tax liability, Omnibus Incentive Plan, +1 more

5 terms

restricted stock units financial

"Reflects the withholding of shares of common stock to pay the tax liability incident to the vesting on May 20, 2026, of restricted stock units granted under the ITT Inc. 2011 Omnibus Incentive Plan."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

withholding of shares financial

"Reflects the withholding of shares of common stock to pay the tax liability incident to the vesting on May 20, 2026, of restricted stock units..."

tax liability financial

"Reflects the withholding of shares of common stock to pay the tax liability incident to the vesting on May 20, 2026, of restricted stock units..."

Omnibus Incentive Plan financial

"...restricted stock units granted under the ITT Inc. 2011 Omnibus Incentive Plan."

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

Annual Meeting of Shareholders financial

"Reflects an award of restricted stock units, all of which are scheduled to vest on the business day immediately prior to the ITT 2027 Annual Meeting of Shareholders."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

O'Shea Christopher

(Last) (First) (Middle)

C/O ITT, INC. 100 WASHINGTON BLVD

6TH FLOOR

(Street)

STAMFORD CONNECTICUT 06902

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ITT INC. [ ITT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/20/2026		F		297(1)	D	$192.18	1,763	D
Common Stock	05/21/2026		A		909(2)	A	$0.0	2,672	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. Reflects the withholding of shares of common stock to pay the tax liability incident to the vesting on May 20, 2026, of restricted stock units granted under the ITT Inc. 2011 Omnibus Incentive Plan. The number of shares withheld was determined on May 20, 2026 based on the average of the high/low price of the issuer's common stock on May 20, 2026.

2. Reflects an award of restricted stock units, all of which are scheduled to vest on the business day immediately prior to the ITT 2027 Annual Meeting of Shareholders.

	/s/ Tymour Okasha Assistant Secretary, ITT Inc., by Power of Attorney for Christopher O'Shea	05/22/2026
	** 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.
* Form 4: SEC 1474 (03-26)