STOCK TITAN
  1. Home
  2. Sec-filings
  3. ITW
  4. [Form 4] ILLINOIS TOOL WORKS INC Insider Trading Activity

ITW (ITW) CEO O’Herlihy reports PSU settlement and 74,320-option grant

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Illinois Tool Works President & CEO Christopher A. O’Herlihy reported equity compensation activity and related share withholding. On February 12, 2026, 7,024 performance share units granted in 2023 were settled into 7,024 shares of common stock at an exercise price of $0, lifting his directly held common stock to 62,137 shares.

On the same date, 2,610 shares of common stock at $298.51 per share were disposed of to cover tax obligations, leaving 59,527 directly held shares. He also holds 1,963 shares indirectly through the Illinois Tool Works Savings & Investment Plan as of February 12, 2026. On February 13, 2026, he received a grant of 74,320 employee stock options, exercisable at $299.60 per share and vesting in four equal annual installments beginning one year from grant.

Positive

  • None.

Negative

  • None.
Insider O'HERLIHY CHRISTOPHER A
Role President & CEO
Type Security Shares Price Value
Grant/Award Employee Stock Option 74,320 $0.00 --
Exercise Performance Share Units (granted 2/10/23) 7,024 $0.00 --
Exercise Common Stock 7,024 $0.00 --
Tax Withholding Common Stock 2,610 $298.51 $779K
holding Common Stock -- -- --
Holdings After Transaction: Employee Stock Option — 74,320 shares (Direct); Performance Share Units (granted 2/10/23) — 0 shares (Direct); Common Stock — 62,137 shares (Direct); Common Stock — 1,963 shares (Indirect, See Footnote)
Footnotes (1)
  1. Common stock acquired upon settlement of performance share units and accrued dividend equivalents thereon, following certification of applicable performance metrics. Each performance share unit represents a contingent right to receive one share of the Company's common stock. Shares of common stock allocated to the reporting person's account in the Illinois Tool Works Inc. Savings & Investment Plan as of February 12, 2026. Performance share units were certified and settled on February 12, 2026. Options vest in four (4) equal annual installments beginning one year from date of grant.
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*
O'HERLIHY CHRISTOPHER A
(Last) (First) (Middle)
ILLINOIS TOOL WORKS INC
155 HARLEM AVENUE
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026
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 02/12/2026 M 7,024(1) A $0(2) 62,137 D
Common Stock 02/12/2026 F 2,610 D $298.51 59,527 D
Common Stock 1,963 I See Footnote(3)
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
Performance Share Units (granted 2/10/23) $0(2) 02/12/2026 M 7,024 (4) (4) Common Stock 7,024 $0 0 D
Employee Stock Option $299.6 02/13/2026 A 74,320 02/13/2027(5) 02/13/2036 Common Stock 74,320 $0 74,320 D
Explanation of Responses:
1. Common stock acquired upon settlement of performance share units and accrued dividend equivalents thereon, following certification of applicable performance metrics.
2. Each performance share unit represents a contingent right to receive one share of the Company's common stock.
3. Shares of common stock allocated to the reporting person's account in the Illinois Tool Works Inc. Savings & Investment Plan as of February 12, 2026.
4. Performance share units were certified and settled on February 12, 2026.
5. Options vest in four (4) equal annual installments beginning one year from date of grant.
Remarks:
Exhibit 24. Power of Attorney
/s/ Anna Oliveira, Attorney-in-Fact for Christopher A. O'Herlihy 02/17/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did ITW CEO Christopher O’Herlihy receive in February 2026?

Christopher O’Herlihy received 74,320 employee stock options on February 13, 2026 with an exercise price of $299.60 per share. He also had 7,024 performance share units settled into 7,024 common shares on February 12, 2026 after certification of performance metrics.

How many Illinois Tool Works (ITW) shares does the CEO hold after these transactions?

After the reported transactions, Christopher O’Herlihy directly holds 59,527 shares of ITW common stock. In addition, 1,963 shares are held indirectly through his account in the Illinois Tool Works Savings & Investment Plan as of February 12, 2026, increasing his overall equity exposure.

Why were 2,610 ITW shares disposed of by the CEO at $298.51?

The 2,610 ITW common shares at $298.51 per share were disposed of to satisfy tax obligations linked to the equity settlement. This tax-withholding disposition is coded as “F,” meaning shares were delivered to cover the exercise price or tax liability rather than an open-market sale.

What are the terms of Christopher O’Herlihy’s new ITW stock options?

The new ITW employee stock options cover 74,320 shares at an exercise price of $299.60 per share. They vest in four equal annual installments, beginning one year from the February 13, 2026 grant date, and are scheduled to expire on February 13, 2036 if not exercised.

How were ITW performance share units converted into common stock for the CEO?

On February 12, 2026, 7,024 performance share units granted on February 10, 2023 were certified and settled into 7,024 shares of ITW common stock at an exercise price of $0. The settlement also included accrued dividend equivalents once applicable performance metrics were certified.