Form 4: ITT Exec Withholds 669 Shares on RSU Vesting; 22,248 Shares Held

Rhea-AI Filing Summary

Bartlomiej Makowiecki, SVP, Chief Strategy Officer and President, Industrial Process at ITT Inc., reported a transaction dated 09/03/2025 on Form 4. The filing shows 669 shares of Common Stock were disposed (Code F) at a price of $168.32 per share, reflecting the withholding of shares to satisfy taxes upon the vesting of restricted stock units under the ITT Inc. 2011 Omnibus Incentive Plan. After the withholding, Makowiecki beneficially owns 22,248 shares, which includes 439 shares acquired through the 2023 Employee Stock Purchase Plan. The Form 4 was signed by an Assistant Secretary by power of attorney on 09/04/2025.

Positive

• Transaction is a routine tax-withholding on vested RSUs, not an open-market sale that would reduce strategic ownership
• Filing discloses current beneficial ownership (22,248 shares) and ESPP participation (439 shares), providing transparency

Negative

• None.

Insights

Securities Analyst

Routine tax-withholding disposition after RSU vesting; not a change in strategic ownership.

The Form 4 reports a disposition code F for 669 shares at $168.32 related to tax withholding on vested RSUs. This is a mechanical, non-sale disposition used to cover tax liabilities and does not represent an active cash sale to a third party. The residual beneficial ownership of 22,248 shares (including 439 ESPP shares) is explicitly stated. From a securities perspective, this is a routine insider reporting event with limited market or governance implications.

Corporate Governance Expert

Disclosure aligns with standard executive compensation practices and Section 16 reporting requirements.

The filing documents withholding to satisfy taxes on RSU vesting under the company’s 2011 Omnibus Incentive Plan, and it identifies the reporting person’s executive role. The Form 4 was timely executed by an authorized representative via power of attorney. This record supports transparency around equity-based compensation and complies with Section 16 reporting protocols; no governance red flags are present in the disclosed transaction.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Makowiecki Bartlomiej

Role See Remarks

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	669	$168.32	$113K

Holdings After Transaction: Common Stock — 22,248 shares (Direct)

Footnotes (1)

1. Reflects the withholding of common stock to pay the tax liability incident to the vesting on September 3, 2025 of restricted stock units granted under the ITT Inc. 2011 Omnibus Incentive Plan. Includes 439 shares of Common Stock acquired under the ITT Inc. 2023 Employee Stock Purchase Plan.

Form 4 Insider Transactions: What Each Field Means →

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^*

Makowiecki Bartlomiej

(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)
09/03/2025

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	09/03/2025		F		669(1)	D	$168.32	22,248(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. Reflects the withholding of common stock to pay the tax liability incident to the vesting on September 3, 2025 of restricted stock units granted under the ITT Inc. 2011 Omnibus Incentive Plan.

2. Includes 439 shares of Common Stock acquired under the ITT Inc. 2023 Employee Stock Purchase Plan.

Remarks:

SVP, Chief Strategy Officer and President, Industrial Process

	Tymour Okasha, Assistant Secretary for ITT Inc.; by Power of Attorney for Bartek Makowiecki	09/04/2025
	** 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 did ITT insider Bartlomiej Makowiecki report on Form 4 (ITT)?

The Form 4 reports a 09/03/2025 disposition of 669 shares at $168.32 per share to satisfy tax withholding on vested restricted stock units.

Why were the 669 shares disposed according to the Form 4 for ITT?

The filing states the 669-share disposition reflects withholding of common stock to pay the tax liability from RSUs that vested on September 3, 2025.

How many ITT shares does Makowiecki beneficially own after the reported transaction?

The Form 4 shows 22,248 shares beneficially owned following the withholding, which includes 439 ESPP shares.

What role does Bartlomiej Makowiecki hold at ITT as noted in the filing?

The filing identifies him as SVP, Chief Strategy Officer and President, Industrial Process.

Who signed the Form 4 for Makowiecki and when?

The Form 4 was signed by Tymour Okasha, Assistant Secretary for ITT Inc., by power of attorney on 09/04/2025.