ITT (NYSE: ITT) VP & CAO receives stock awards, uses shares to cover taxes

Rhea-AI Filing Summary

ITT Inc. vice president and CAO Cheryl de Mesa Graziano reported equity awards and related tax withholding in common stock. She received two stock grants totaling 1,620 shares on March 4, 2026 under the company’s incentive plan, at a stated price of $0 per share.

To cover taxes on previously granted restricted stock units that vested on March 4, 2026, 326 shares were withheld at $197.75 per share. After these transactions, she directly owned 8,059 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

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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^*

de Mesa Graziano Cheryl

(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)
	Vice President & CAO

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

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	03/04/2026		A		860(1)	A	$0	7,625	D
Common Stock	03/04/2026		A		760(1)	A	$0	8,385	D
Common Stock	03/04/2026		F		326(2)	D	$197.75	8,059	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 an award of restricted stock units under the ITT Inc. 2011 Omnibus Incentive Plan (the "Plan"), which are scheduled to vest ratably on each of March 4, 2027; March 4, 2028; and March 4, 2029.

2. Reflects the withholding of shares of common stock to pay the tax liability incident to the vesting on March 4, 2026 of 531 restricted stock units granted under the Plan on March 3, 2024 and 507 restricted stock units granted under the Plan on March 4, 2025. The number of shares withheld was determined on March 4, 2026 based on the average of the high/low price of the issuer's common stock on March 4, 2026.

	Tymour Okasha, Assistant Secretary for ITT Inc.; by Power of Attorney for Cheryl de Mesa Graziano	03/06/2026
	** Signature of Reporting Person	Date
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FAQ

What did ITT (ITT) executive Cheryl de Mesa Graziano report in this Form 4?

Cheryl de Mesa Graziano reported equity awards and tax-related share withholding. She received 1,620 ITT common shares through stock grants and had 326 shares withheld to satisfy tax obligations tied to previously granted restricted stock units that vested on March 4, 2026.

How many ITT (ITT) shares did the executive acquire in the latest transactions?

She acquired 1,620 shares of ITT common stock via two grant or award acquisitions. These awards were made under the ITT Inc. 2011 Omnibus Incentive Plan and are scheduled to vest in future years according to the plan’s vesting schedule described in the filing footnotes.

Why were 326 ITT (ITT) shares disposed of in this Form 4 filing?

The 326 shares were withheld to pay tax liabilities from the vesting of earlier restricted stock unit awards. The withholding relates to RSUs granted in 2024 and 2025, with the number of shares based on the average high and low ITT stock price on March 4, 2026.

What incentive plan governs the reported ITT (ITT) stock awards?

The reported stock awards were granted under the ITT Inc. 2011 Omnibus Incentive Plan. The filing notes these restricted stock unit awards are scheduled to vest ratably on March 4, 2027, March 4, 2028, and March 4, 2029, subject to the plan’s terms and conditions.

How many ITT (ITT) shares does Cheryl de Mesa Graziano own after these transactions?

After completing the reported awards and tax-withholding disposition, she directly owned 8,059 shares of ITT common stock. This reflects the net effect of receiving 1,620 shares from grants and having 326 shares withheld to cover tax liabilities connected to vesting restricted stock units.

Were the ITT (ITT) stock acquisitions open-market purchases by the executive?

No, the acquisitions were grant or award transactions, not open-market purchases. The Form 4 uses transaction code “A” for these awards, indicating they were equity grants under the company’s incentive plan with a stated price of $0.00 per share.