Equity awards and tax share withholding for ITT Inc. (ITT) executive

Rhea-AI Filing Summary

ITT Inc. senior executive Davide Barbon reported equity transactions tied to company incentive awards. He acquired 12,358 and 4,100 shares of common stock at $0.00 per share through grants and settlements under ITT’s omnibus incentive plan after performance and vesting conditions were satisfied. To cover related tax liabilities, 2,417 and 501 shares were withheld and disposed of at $190.39 per share. After these transactions, Barbon directly owned 34,053 shares of ITT common stock.

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^*

Barbon Davide

(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)
	SVP & President, MT and APAC

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		12,358(1)	A	$0	36,971	D
Common Stock	03/03/2026		F		2,417(2)	D	$190.39	34,554	D
Common Stock	03/03/2026		F		501(3)	D	$190.39	34,053	D
Common Stock	03/04/2026		A		4,100(4)	A	$0	38,153	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 and October 23, 2023 as a result of the satisfaction of the performance criteria underlying the awards.

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 Plan , all of which are scheduled to vest on March 4, 2029.

	Tymour Okasha, Assistant Secretary for ITT Inc.; by Power of Attorney for Davide Barbon	03/05/2026
	** 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.

FAQ

What insider transactions did Davide Barbon report at ITT (ITT)?

Davide Barbon reported stock-based compensation activity, receiving ITT common shares from incentive awards and performance unit settlements, and having some shares withheld. The withheld shares were used to satisfy tax liabilities associated with the vesting and settlement of these equity awards under ITT’s incentive plan.

How many ITT (ITT) shares did Davide Barbon acquire in this Form 4?

Davide Barbon acquired 12,358 and 4,100 shares of ITT common stock at a reported price of $0.00 per share. These shares were issued upon settlement and vesting of incentive awards granted under ITT Inc.’s omnibus incentive plan after the underlying performance and service conditions were met.

Were any of Davide Barbon’s ITT (ITT) shares sold on the open market?

The filing shows no open-market sales. Instead, 2,417 and 501 shares were disposed of to cover tax liabilities on vesting and settlement of equity awards. The disposition price used was $190.39 per share, based on the average of the high and low stock price that day.

What does the tax-withholding disposition mean in ITT (ITT) executive’s Form 4?

Tax-withholding dispositions indicate that shares were automatically withheld to pay income taxes triggered by equity vesting. For Davide Barbon, 2,417 and 501 ITT shares were withheld at $190.39 per share, rather than him receiving those shares and paying the tax liability in cash separately.

How many ITT (ITT) shares does Davide Barbon own after these transactions?

After the reported grant, settlement, and tax-withholding events, Davide Barbon directly owned 34,053 shares of ITT common stock. This total reflects the net result of incentive-based share acquisitions and the shares withheld to satisfy associated tax obligations on March 3, 2026.

What plan governed the equity awards in Davide Barbon’s ITT (ITT) filing?

The equity awards were granted under the ITT Inc. 2011 Omnibus Incentive Plan. Performance units and restricted stock units vested or settled after their criteria were met, resulting in common stock being delivered to Davide Barbon and some shares withheld to cover related tax liabilities.