ITW (ITW) EVP gets 10,120 options and settles 1,883 PSUs

Rhea-AI Filing Summary

Illinois Tool Works executive Javier Gracia Carbonell reported equity compensation and related share movements. On February 12, 2026, performance share units granted in 2023 were certified and converted into 1,883 shares of common stock at an exercise price of $0, increasing his direct holdings to 4,553 shares before tax withholding.

To cover tax obligations, 923 shares of common stock were withheld and disposed of at $298.51 per share, leaving 3,630 shares of common stock directly owned. On February 13, 2026, he also received a grant of employee stock options for 10,120 shares at an exercise price of $299.60 per share, vesting in four equal annual installments beginning one year from the grant date.

Insights

Equity Compensation Analyst

Routine ITW executive equity grant and PSU settlement, neutral impact.

Illinois Tool Works Executive Vice President Javier Gracia Carbonell settled 1,883 performance share units into common stock on February 12, 2026 at an exercise price of $0. These units were tied to certified performance metrics, turning prior contingent awards into actual shares.

To satisfy tax obligations, 923 shares were withheld and disposed of at $298.51 per share, leaving 3,630 common shares directly owned after the transaction. This is a tax-withholding disposition, not an open-market sale, so it mainly reflects standard payroll treatment rather than a discretionary trading decision.

On February 13, 2026, he received 10,120 stock options with a $299.60 exercise price, vesting in four equal annual tranches starting one year after grant. This multi-year vesting schedule aligns with typical long-term incentive design, and the filing does not indicate any unusual or thesis-changing development.

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^*

Carbonell Javier Gracia

(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)	4,553	D
Common Stock	02/12/2026		F		923	D	$298.51	3,630	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
Performance Share Units (granted 2/10/23)	$0(2)	02/12/2026		M			1,883	(3)	(3)	Common Stock	1,883	$0	0	D
Employee Stock Option	$299.6	02/13/2026		A		10,120		02/13/2027(4)	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. Performance share units were certified and settled on February 12, 2026.

4. 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 Javier Gracia Carbonell	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.

FAQ

What insider transactions did ITW Executive Vice President Javier Gracia Carbonell report?

He reported settlement of 1,883 performance share units into common stock and a related tax-withholding disposition of 923 shares, plus a grant of 10,120 employee stock options with a $299.60 exercise price, all held directly.

How many Illinois Tool Works (ITW) shares does Javier Gracia Carbonell own after these transactions?

After the transactions, Javier Gracia Carbonell directly owns 3,630 shares of Illinois Tool Works common stock. This figure reflects 1,883 shares received from performance share unit settlement, less 923 shares withheld to cover tax obligations on February 12, 2026.

What price was used for the ITW tax-withholding share disposition?

The tax-withholding disposition used a price of $298.51 per share. In total, 923 shares of Illinois Tool Works common stock were withheld and disposed of at this price to satisfy tax liabilities related to the performance share unit settlement.

What are the terms of the 10,120 ITW stock options granted to the executive?

The 10,120 employee stock options have an exercise price of $299.60 per share and expire on February 13, 2036. They vest in four equal annual installments, beginning one year after the February 13, 2026 grant date, encouraging long-term alignment with shareholders.

What happened to the performance share units reported by ITW’s executive?

Performance share units granted on February 10, 2023 were certified and settled on February 12, 2026. They converted into 1,883 shares of common stock at a $0 exercise price, reflecting achievement of performance metrics and accrued dividend equivalents as described in the footnotes.

Does the ITW Form 4 show any open-market buying or selling by the executive?

The filing shows equity award settlement, tax-withholding, and an option grant, but not open-market trades. Shares disposed of under code F were withheld at $298.51 per share to cover tax liabilities, a common administrative step rather than a discretionary market sale.