de Mesa Graziano Cheryl 4

What Happened

• Cheryl de Mesa, Vice President & Chief Accounting Officer of ITT Inc., received restricted stock unit awards and had shares withheld to cover taxes. On March 4, 2026 she was granted two RSU awards (860 and 760 RSUs, total 1,620 RSUs, granted at $0.00). On the same date 326 shares were withheld at $197.75 per share to satisfy tax withholding, resulting in proceeds of $64,467 (disposition code F).
• This was an award of equity compensation (code A) rather than an open-market purchase or sale; the withholding of shares to pay taxes (code F) is a routine administrative action.

Key Details

• Transaction date: March 4, 2026; Form 4 filed March 6, 2026 (timely filing).
• Grants: 860 RSUs and 760 RSUs (total 1,620 RSUs) reported as acquisitions at $0.00.
• Withholding: 326 shares withheld at $197.75 each for $64,467 to satisfy tax liability.
• Vesting schedule (footnote F1): the awarded RSUs vest ratably on March 4 of 2027, 2028 and 2029.
• Withholding detail (footnote F2): 326 shares were withheld to cover taxes on the vesting on March 4, 2026 of 531 RSUs (granted Mar 3, 2024) and 507 RSUs (granted Mar 4, 2025); the withholding price was based on the average high/low stock price on March 4, 2026.
• Shares owned after the transaction: not specified in the provided filing excerpt.
• Transaction codes: A = award/grant; F = payment of exercise price or tax liability (share withholding).

Context

• These are time-based RSU awards that will vest over the next three years; the 326-share disposition was a tax-withholding action, not a voluntary sale of additional shares on the market.
• For retail investors: awards and routine tax withholdings are common forms of executive compensation and do not by themselves indicate an insider buying or selling for investment reasons.