ITT executive granted shares, withholds stock for taxes

ITT Inc. officer Lori B. Marino reported equity compensation activity involving company common stock.

Rhea-AI Filing Summary

ITT Inc. officer Lori B. Marino reported equity compensation activity involving company common stock. On March 3, 2026, she acquired 7,318 shares at $0 per share through the settlement of performance units granted under the company’s 2011 Omnibus Incentive Plan, and 4,077 and 1,614 shares were withheld at an average price of $190.39 per share to cover tax liabilities tied to performance unit and restricted stock unit vesting. On March 4, 2026, she received a further award of 3,035 restricted stock units under the same plan, scheduled to vest on March 4, 2029. Her reported direct holdings include 167 shares acquired under ITT’s 2023 Employee Stock Purchase Plan.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Marino Lori B.

Role See Remarks

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3,035	$0.00	$0.00
Grant/Award	Common Stock	7,318	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	4,077	$190.39	$776K
Exercise Price or Tax Liability	Common Stock	1,614	$190.39	$307K

Holdings After Transaction: Common Stock — 14,951 shares (Direct)

Footnotes (5)

1. F1. Acquired upon the settlement of performance units granted under the ITT Inc. 2011 Omnibus Incentive Plan (the "Plan") on March 3, 2023 as a result of the satisfaction of the performance criteria underlying the award.
2. F2. Reflects the withholding of shares of common stock to pay the tax liability incident to the settlement of performance units on March 3, 2026, as described in footnote (1) above. The number of shares withheld was determined on March 3, 2026 based on the average of the high/low price of the issuer's common stock on March 3, 2026.
3. F3. Reflects the withholding of shares of common stock to pay the tax liability incident to the vesting on March 3, 2026 of restricted stock units granted under the Plan on March 3, 2023. The number of shares withheld was determined on March 3, 2026 based on the average of the high/low price of the issuer's common stock on March 3, 2026.
4. F4. Reflects an award of restricted stock units under the ITT Inc. 2011 Omnibus Incentive Plan (the "Plan"), all of which are scheduled to vest on March 4, 2029.
5. F5. Includes 167 shares of Common Stock acquired under the ITT Inc. 2023 Employee Stock Purchase Plan.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider stock transactions did ITT (ITT) report for Lori B. Marino?

ITT reported that officer Lori B. Marino received stock through performance unit and restricted stock unit vesting and awards, while shares were withheld to cover tax liabilities. These movements reflect equity compensation mechanics rather than open-market buying or selling.

How many ITT (ITT) shares were acquired through awards in this Form 4?

The filing shows 7,318 ITT common shares acquired upon settlement of performance units and an additional 3,035 restricted stock units awarded. These transactions stem from the company’s 2011 Omnibus Incentive Plan and represent equity compensation, not cash purchases on the market.

Why were some ITT (ITT) shares disposed of in Lori Marino’s Form 4?

The filing reports dispositions of 4,077 and 1,614 ITT shares at $190.39 each to satisfy tax liabilities from performance unit and restricted stock unit vesting. This tax-withholding method uses shares rather than cash and is common in equity compensation programs.

What future vesting schedule applies to Lori Marino’s new ITT restricted stock units?

The Form 4 notes an award of 3,035 restricted stock units that are scheduled to vest on March 4, 2029. Vesting means she will receive the underlying shares at that time, assuming plan conditions are met, without an additional purchase price.

How were the ITT (ITT) tax-withholding share amounts determined in this filing?

According to the footnotes, the number of shares withheld for taxes on March 3, 2026 was based on the average of the high and low trading prices of ITT common stock that day, aligning the withheld value with the tax obligation from vesting.

Does Lori B. Marino hold ITT shares from the Employee Stock Purchase Plan?

Yes. The Form 4 states that her reported ITT holdings include 167 common shares acquired under the ITT Inc. 2023 Employee Stock Purchase Plan. This reflects additional ownership accumulated through a company-sponsored employee stock purchase program.

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

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Accepted by SEC EDGAR 03/05/2026 - 08:42 PM Learn about SEC filing dates

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^*

Marino Lori B.

(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)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

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

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		A		7,318(1)	A	$0	17,607	D
Common Stock	03/03/2026		F		4,077(2)	D	$190.39	13,530	D
Common Stock	03/03/2026		F		1,614(3)	D	$190.39	11,916	D
Common Stock	03/04/2026		A		3,035(4)	A	$0	14,951(5)	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. Acquired upon the settlement of performance units granted under the ITT Inc. 2011 Omnibus Incentive Plan (the "Plan") on March 3, 2023 as a result of the satisfaction of the performance criteria underlying the award.

2. Reflects the withholding of shares of common stock to pay the tax liability incident to the settlement of performance units on March 3, 2026, as described in footnote (1) above. The number of shares withheld was determined on March 3, 2026 based on the average of the high/low price of the issuer's common stock on March 3, 2026.

3. Reflects the withholding of shares of common stock to pay the tax liability incident to the vesting on March 3, 2026 of restricted stock units granted under the Plan on March 3, 2023. The number of shares withheld was determined on March 3, 2026 based on the average of the high/low price of the issuer's common stock on March 3, 2026.

4. Reflects an award of restricted stock units under the ITT Inc. 2011 Omnibus Incentive Plan (the "Plan"), all of which are scheduled to vest on March 4, 2029.

5. Includes 167 shares of Common Stock acquired under the ITT Inc. 2023 Employee Stock Purchase Plan.

Remarks:

Senior Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary

	Tymour Okasha, Assistant Secretary for ITT Inc.; by Power of Attorney for Lori B. Marino	03/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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