ITT Inc. (NYSE: ITT) VP reports equity award and tax-share withholdings

Rhea-AI Filing Summary

ITT Inc. Vice President & CAO Cheryl de Mesa Graziano reported equity award activity in company common stock. She acquired 2,558 shares on March 3, 2026 at $0.00 per share from the settlement of performance units granted under the ITT Inc. 2011 Omnibus Incentive Plan after meeting performance criteria.

On the same date, 832 shares at $190.39 per share and 228 shares at $197.75 per share were withheld to cover tax liabilities tied to the settlement of performance units and vesting of restricted stock units. These are tax-withholding dispositions, not open-market sales. After these transactions, she directly owned 6,765 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)
03/03/2026

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		2,558(1)	A	$0	7,825	D
Common Stock	03/03/2026		F		832(2)	D	$190.39	6,993	D
Common Stock	03/03/2026		F		228(3)	D	$197.75	6,765	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, 2024. 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.

	Tymour Okasha, Assistant Secretary for ITT Inc.; by Power of Attorney for Cheryl de Mesa Graziano	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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FAQ

What insider transactions did ITT (ITT) report for Cheryl de Mesa Graziano?

ITT reported that Cheryl de Mesa Graziano received an equity award settlement of 2,558 shares and had 1,060 shares withheld for taxes. The tax withholdings related to vested performance units and restricted stock units under the company’s incentive plan.

Was the ITT (ITT) insider Form 4 a stock purchase or sale?

The Form 4 shows an equity award acquisition plus tax-withholding dispositions, not open-market buying or selling. Shares were granted at no cost upon performance unit settlement, and some shares were withheld automatically to satisfy related tax obligations.

How many ITT (ITT) shares did Cheryl de Mesa Graziano acquire in the latest filing?

She acquired 2,558 shares of ITT common stock at $0.00 per share. The shares were delivered upon settlement of performance units granted in March 2023 after the underlying performance criteria were satisfied under ITT’s 2011 Omnibus Incentive Plan.

Why were ITT (ITT) shares disposed of in the Form 4 for Cheryl de Mesa Graziano?

The filing shows 832 shares and 228 shares disposed at $190.39 and $197.75 per share. These were shares withheld by ITT to cover tax liabilities from performance unit settlement and restricted stock unit vesting, rather than discretionary market sales.

What is Cheryl de Mesa Graziano’s ITT (ITT) share ownership after these transactions?

After the reported award settlement and tax withholdings, Cheryl de Mesa Graziano directly owned 6,765 shares of ITT common stock. This reflects the net position following the 2,558-share acquisition and the 1,060 shares withheld for associated tax obligations.

What ITT (ITT) incentive plans are referenced in Cheryl de Mesa Graziano’s Form 4?

The transactions reference ITT’s 2011 Omnibus Incentive Plan. Performance units granted in March 2023 and restricted stock units granted in March 2024 vested or settled on March 3, 2026, triggering both share delivery and tax-withholding share dispositions.