ITT Inc. (ITT) CEO and director discloses charitable gift of company shares

Rhea-AI Filing Summary

ITT Inc. reported that its President and CEO, who also serves as a director, made a bona fide gift of 5,725 shares of common stock on December 18, 2025. The shares were transferred at a price of $0 to a charitable donor-advised fund. After this transaction, the insider beneficially owns 260,170 shares of ITT common stock, including 398 shares acquired under the ITT Inc. 2023 Employee Stock Purchase Plan.

The gifted shares remain subject to a lock-up agreement dated December 5, 2025, related to the company’s registered common stock offering that closed on December 10, 2025. The donee has agreed not to sell or transfer these shares until the applicable lock-up period expires, meaning the shares cannot be traded during that restricted timeframe.

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

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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^*

Savi Luca

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2025

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	12/18/2025		G		5,725(1)	D	$0	260,170(2)	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. Represents a bona fide gift of shares by the reporting person to a charitable donor-advised fund. The gifted shares are subject to a lock-up agreement, dated December 5, 2025, between the reporting person and the representatives of the several underwriters for the issuer's registered common stock offering that closed on December 10, 2025. The gifted shares will remain subject to the lock-up agreement and the donee has agreed to refrain from selling or otherwise transferring the shares until the expiration of the applicable lock-up period.

2. Includes 398 shares of Common Stock acquired under the ITT Inc. 2023 Employee Stock Purchase Plan.

	/s/ Tymour Okasha, Assistant Secretary for ITT Inc.; by Power of Attorney for Luca Savi	12/19/2025
	** 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 transaction did ITT (ITT) disclose in this Form 4?

ITT disclosed that its President and CEO, who is also a director, made a bona fide gift of 5,725 shares of ITT common stock on December 18, 2025 to a charitable donor-advised fund.

How many ITT (ITT) shares does the insider own after the reported transaction?

Following the reported gift, the insider beneficially owns 260,170 shares of ITT common stock, which includes 398 shares acquired under the ITT Inc. 2023 Employee Stock Purchase Plan.

Was there a sale price for the ITT (ITT) shares transferred in this transaction?

No sale price was involved. The Form 4 shows the 5,725 gifted shares at a price of $0, reflecting that this was a gift rather than an open-market sale.

Are the gifted ITT (ITT) shares subject to any trading restrictions?

Yes. The gifted shares remain subject to a lock-up agreement dated December 5, 2025, tied to ITT’s registered common stock offering that closed on December 10, 2025. The donee has agreed not to sell or transfer the shares until the lock-up period expires.

What type of ownership is reported for the ITT (ITT) insider’s remaining shares?

The Form 4 reports that the 260,170 shares of ITT common stock beneficially owned after the transaction are held with direct (D) ownership.

Does this ITT (ITT) Form 4 involve any derivative securities like options or warrants?

The filing includes a Table II heading for derivative securities, but no specific derivative transactions or holdings are listed in the provided content.