ITW (NYSE: ITW) SVP details RSU vesting and share withholding

Rhea-AI Filing Summary

Illinois Tool Works executive Christopher P. Rauch, SVP, General Counsel & Secretary, reported the vesting of 477 restricted stock units into common shares on February 10, 2026. To cover tax withholding, the company retained 129 shares at a value of $294.25 per share, leaving him with 348 shares held directly.

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^*

Rauch Christopher P.

(Last) (First) (Middle)

155 HARLEM AVE.

(Street)

GLENVIEW IL 60025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ILLINOIS TOOL WORKS INC [ ITW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, General Counsel & Secy.

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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	02/10/2026		M		477	A	$0	477	D
Common Stock	02/10/2026		F		129	D	$294.25	348	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
Restricted Stock Units (granted 2/10/2023)(1)	$0	02/10/2026		M			477	(2)	(2)	Common Stock	477	$0	0	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

2. The restricted stock units vested on February 10, 2026. Upon vesting, the Company withheld 129 shares to satisfy applicable tax withholding obligations.

Remarks:

Exhibit 24. Power of Attorney

	/s/ Anna Oliveira, Attorney-in-Fact for Christopher P. Rauch	02/12/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did ITW executive Christopher Rauch report?

Christopher Rauch reported RSU vesting that delivered 477 ITW common shares. These restricted stock units converted into stock on February 10, 2026, reflecting previously granted equity compensation now settling in shares under Illinois Tool Works’ long-term incentive arrangements.

How many ITW shares did Christopher Rauch retain after this Form 4 filing?

After these transactions, Christopher Rauch directly owned 348 ITW common shares. This reflects 477 shares received from vested restricted stock units, reduced by 129 shares withheld by the company to satisfy applicable tax withholding obligations at the time of vesting.

Why were some of Christopher Rauch’s newly vested ITW shares withheld?

Illinois Tool Works withheld 129 of the vested shares to cover tax obligations. This is a common mechanism where the company uses a portion of equity compensation, valued at $294.25 per share here, to satisfy required withholding taxes for the executive.

What does the RSU vesting reported for ITW on February 10, 2026 represent?

The RSU vesting represents settlement of prior equity grants into 477 ITW common shares. Each restricted stock unit corresponded to one share, and vesting indicates the executive met time or performance conditions, converting the contingent right into actual share ownership.

Did Christopher Rauch buy or sell ITW shares on the open market?

The transactions involved RSU conversion and tax withholding, not open market trades. Shares were issued from vested restricted stock units, and 129 shares were surrendered back to the company to cover taxes, rather than being bought or sold in public trading.