ITW EVP Escoe reports PSU settlement and option grant

Illinois Tool Works Executive Vice President T. Kenneth Escoe reported equity compensation transactions and related tax withholding.

Rhea-AI Filing Summary

Illinois Tool Works Executive Vice President T. Kenneth Escoe reported equity compensation transactions and related tax withholding. On February 12, 2026, 1,883 performance share units granted on February 10, 2023 were certified and settled into 1,883 shares of common stock at $0 per share, reflecting achieved performance metrics. To cover tax obligations, 568 shares of common stock were withheld at $298.51 per share, leaving him with 8,150 directly owned shares. He also held 1,482 shares indirectly through the Illinois Tool Works Inc. Savings & Investment Plan as of February 12, 2026. On February 13, 2026, he received a grant of 10,120 employee stock options with a $299.60 exercise price, vesting in four equal annual installments beginning one year from the grant date.

Insider Trade Summary

1,883 shares exercised/converted

Exercise 5 txns

Insider Escoe T. Kenneth

Role Executive Vice President

Type	Security	Shares	Price	Value
Grant/Award	Employee Stock Option	10,120	$0.00	$0.00
Exercise	Performance Share Units (granted 2/10/23)	1,883	$0.00	$0.00
Exercise	Common Stock	1,883	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	568	$298.51	$170K
holding	Common Stock	--	--	--

Holdings After Transaction: Performance Share Units (granted 2/10/23) — 0 contracts (Direct); Employee Stock Option — 10,120 contracts (Direct); Common Stock — 8,150 shares (Direct); Common Stock — 1,482 shares (Indirect, See Footnote)

Footnotes (6)

1. F1. Common stock acquired upon settlement of performance share units and accrued dividend equivalents thereon, following certification of applicable performance metrics.
2. F2. Each performance share unit represents a contingent right to receive one share of the Company's common stock.
3. F3. Includes 464 shares acquired under a dividend reinvestment plan.
4. F4. 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.
5. F5. Performance share units were certified and settled on February 12, 2026.
6. F6. Options vest in four (4) equal annual installments beginning one year from date of grant.

FAQ

What insider transactions did ITW Executive Vice President T. Kenneth Escoe report?

He reported settlement of 1,883 performance share units into common stock, tax withholding of 568 shares at $298.51 per share, and a grant of 10,120 employee stock options with a $299.60 exercise price, all in February 2026.

How many Illinois Tool Works (ITW) shares does T. Kenneth Escoe own directly after these transactions?

After the February 12, 2026 transactions, he directly owned 8,150 shares of Illinois Tool Works common stock. This reflects settlement of performance share units and shares withheld to satisfy tax obligations related to that equity compensation event.

What performance share units were settled for ITW Executive Vice President T. Kenneth Escoe?

Performance share units granted on February 10, 2023 were certified and settled on February 12, 2026. This settlement converted 1,883 performance share units, including accrued dividend equivalents, into 1,883 shares of Illinois Tool Works common stock at $0 per share.

Why were 568 ITW shares disposed of in T. Kenneth Escoe’s Form 4 filing?

The 568 shares of Illinois Tool Works common stock were withheld at $298.51 per share to pay tax liabilities. The transaction used code “F,” indicating payment of exercise price or tax obligations by delivering or withholding shares rather than an open-market sale.

What stock option grant did T. Kenneth Escoe receive from Illinois Tool Works (ITW)?

On February 13, 2026, he received 10,120 employee stock options on Illinois Tool Works common stock, with a $299.60 exercise price. These options vest in four equal annual installments beginning one year after the grant date and expire on February 13, 2036.

What indirect ITW share holdings does T. Kenneth Escoe report?

He reports 1,482 shares of Illinois Tool Works common stock held indirectly through the Illinois Tool Works Inc. Savings & Investment Plan as of February 12, 2026. This amount includes 464 shares that were acquired under a dividend reinvestment plan within that account.

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Accepted by SEC EDGAR 02/17/2026 - 04:49 PM Learn about SEC filing dates

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^*

Escoe T. Kenneth

(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)
	Executive Vice President

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		1,883(1)	A	$0(2)	8,718	D
Common Stock	02/12/2026		F		568	D	$298.51	8,150(3)	D
Common Stock								1,482	I	See Footnote(4)

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			1,883	(5)	(5)	Common Stock	1,883	$0	0	D
Employee Stock Option	$299.6	02/13/2026		A		10,120		02/13/2027(6)	02/13/2036	Common Stock	10,120	$0	10,120	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. Includes 464 shares acquired under a dividend reinvestment plan.

4. 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.

5. Performance share units were certified and settled on February 12, 2026.

6. 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 T. Kenneth Escoe	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).
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