ITT INC. — Director's Dealing 2022

Mar 8, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITT Inc. (ITT)
CIK: 0000216228
Period of Report: 2022-03-04

Reporting Person: Ghirardo Carlo (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-04	Common Stock	A	5425	$0.00	Acquired	18381	Direct
2022-03-04	Common Stock	F	2557	$81.61	Disposed	15824	Direct
2022-03-04	Common Stock	F	1294	$81.61	Disposed	14530	Direct
2022-03-04	Common Stock	A	2005	$0.00	Acquired	16535	Direct

Footnotes

F1: Acquired upon the settlement of performance units granted on March 4, 2019 under the ITT Inc. 2011 Omnibus Incentive Plan (the "Plan") as a result of the satisfaction of the performance criteria underlying the award.

F2: Includes 30 shares under a dividend reinvestment plan.

F3: Reflects the withholding of shares of common stock to pay the tax liability incident to the settlement of performance units on March 4, 2022, as described in footnote (1) above. The number of shares withheld was determined on March 4, 2022 based on the average of the high/low price of the issuer's common stock on March 4, 2022.

F4: Reflects the withholding of shares of common stock to pay the tax liability incident to the vesting on March 4, 2022 of restricted stock units granted under the Plan. The number of shares withheld was determined on March 4, 2022 based on the average of the high/low price of the issuer's common stock on March 4, 2022.

F5: Reflects an award of restricted stock units, all of which are scheduled to vest on March 4, 2025.