Illinois Tool Works EVP awarded stock options

Illinois Tool Works Executive Vice President Guilherme de Figueiredo Silva reported multiple equity compensation transactions.

Rhea-AI Filing Summary

Illinois Tool Works Executive Vice President Guilherme de Figueiredo Silva reported multiple equity compensation transactions. On February 13, 2026, he was granted 8,538 employee stock options exercisable for common stock at a conversion price of $299.60 per share, vesting in four equal annual installments and expiring on February 13, 2036.

On February 12, 2026, 598 performance share units granted in 2023 were certified and settled into 598 shares of common stock at no cost. In connection with this settlement, 193 shares were disposed of at $298.51 per share to satisfy tax obligations, leaving Silva with 2,557 shares of common stock held directly.

Insider Trade Summary

598 shares exercised/converted

Exercise 4 txns

Insider Silva Guilherme de Figueiredo

Role Executive Vice President

Type	Security	Shares	Price	Value
Grant/Award	Employee Stock Option	8,538	$0.00	$0.00
Exercise	Performance Share Units (granted 2/10/23)	598	$0.00	$0.00
Exercise	Common Stock	598	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	193	$298.51	$58K

Holdings After Transaction: Performance Share Units (granted 2/10/23) — 0 contracts (Direct); Employee Stock Option — 8,538 contracts (Direct); Common Stock — 2,557 shares (Direct)

Footnotes (4)

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. Performance share units were certified and settled on February 12, 2026.
4. F4. Options vest in four (4) equal annual installments beginning one year from date of grant.

FAQ

What did Illinois Tool Works (ITW) disclose about the executive’s stock option grant?

Illinois Tool Works granted its Executive Vice President 8,538 employee stock options. These options have a conversion price of $299.60 per share, vest in four equal annual installments beginning one year from the grant date, and expire on February 13, 2036, aligning with long-term incentives.

How many Illinois Tool Works (ITW) performance share units were settled for the executive?

598 performance share units were certified and settled into common stock for the executive. Granted on February 10, 2023, each unit represented a contingent right to one ITW share. Settlement occurred on February 12, 2026, after performance metrics were certified, delivering 598 shares at no cost.

Why were some Illinois Tool Works (ITW) shares disposed of in this Form 4 filing?

193 shares of Illinois Tool Works common stock were disposed of to cover tax obligations. Following settlement of 598 performance share units, 193 shares were used at $298.51 per share to satisfy tax liabilities, a common mechanism for equity awards, rather than an open-market discretionary sale.

How many Illinois Tool Works (ITW) shares does the executive own after these transactions?

After the reported transactions, the executive directly owns 2,557 ITW common shares. This balance reflects receipt of 598 shares from performance unit settlement and the tax-withholding disposition of 193 shares, as disclosed in the non-derivative securities table of the Form 4 filing.

What is the nature of the Illinois Tool Works (ITW) performance share units reported?

Each ITW performance share unit is a contingent right to one common share. These units, granted February 10, 2023, converted into 598 shares on February 12, 2026, after certification of applicable performance metrics and included accrued dividend equivalents, rewarding multi-year performance achievement.

How do the Illinois Tool Works (ITW) stock options for the executive vest over time?

The ITW employee stock options vest in four equal annual installments. Vesting begins one year from the February 13, 2026 grant date, spreading ownership incentives across four years. This schedule encourages long-term alignment between the Executive Vice President and Illinois Tool Works shareholders.

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Accepted by SEC EDGAR 02/17/2026 - 04:46 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
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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^*

Silva Guilherme de Figueiredo

(Last) (First) (Middle)

155 HARLEM AVE.

(Street)

GLENVIEW IL 60004

(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		598(1)	A	$0(2)	2,750	D
Common Stock	02/12/2026		F		193	D	$298.51	2,557	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			598	(3)	(3)	Common Stock	598	$0	0	D
Employee Stock Option	$299.6	02/13/2026		A		8,538		02/13/2027(4)	02/13/2036	Common Stock	8,538	$0	8,538	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 Guilherme de Figueiredo Silva	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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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