ITW HR chief reports equity awards and tax share use

Illinois Tool Works SVP & Chief HR Officer Mary Katherine Lawler reported equity compensation activity and related share settlements.

Rhea-AI Filing Summary

Illinois Tool Works SVP & Chief HR Officer Mary Katherine Lawler reported equity compensation activity and related share settlements. On February 12, 2026, 2,740 common shares were delivered upon settlement of performance share units and associated dividend equivalents, following certification of performance metrics.

On the same date, 1,214 common shares were disposed of at $298.51 per share to cover tax obligations, leaving 30,307 common shares owned directly and 498 shares held indirectly through the company’s Savings & Investment Plan as of that date. On February 13, 2026, Lawler also received a grant of 12,333 employee stock options with a $299.60 exercise price, scheduled to vest in four equal annual installments beginning one year from grant and expiring in 2036.

Insider Trade Summary

2,740 shares exercised/converted

Exercise 5 txns

Insider Lawler Mary Katherine

Role SVP & Chief HR Officer

Type	Security	Shares	Price	Value
Grant/Award	Employee Stock Option	12,333	$0.00	$0.00
Exercise	Performance Share Units (granted 2/10/23)	2,740	$0.00	$0.00
Exercise	Common Stock	2,740	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,214	$298.51	$362K
holding	Common Stock	--	--	--

Holdings After Transaction: Performance Share Units (granted 2/10/23) — 0 contracts (Direct); Employee Stock Option — 12,333 contracts (Direct); Common Stock — 30,307 shares (Direct); Common Stock — 498 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 3,407 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. Information reported 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 Mary Katherine Lawler report?

Mary Katherine Lawler reported settlement of 2,740 performance share units into common stock and a related tax withholding disposition of 1,214 shares. She also received a grant of 12,333 employee stock options, all reported as direct beneficial ownership changes.

How many Illinois Tool Works (ITW) shares does Mary Katherine Lawler now own?

After the reported transactions, Mary Katherine Lawler directly owns 30,307 ITW common shares. In addition, 498 shares are held indirectly in her account under the Illinois Tool Works Savings & Investment Plan, with information reported as of February 12, 2026.

What happened to the performance share units reported by ITW’s SVP & Chief HR Officer?

Performance share units granted to Mary Katherine Lawler were certified and settled into 2,740 ITW common shares on February 12, 2026. The settlement also included accrued dividend equivalents, and each performance share unit represented a contingent right to receive one common share.

Why were 1,214 ITW shares disposed of in Mary Katherine Lawler’s Form 4?

The 1,214 shares were disposed of under transaction code “F,” meaning shares were used to satisfy tax liabilities related to the equity settlement. These shares were valued at $298.51 each, reducing Lawler’s directly held common stock to 30,307 shares afterward.

What are the terms of Mary Katherine Lawler’s new ITW stock option grant?

Mary Katherine Lawler received 12,333 employee stock options with a $299.60 exercise price. The options vest in four equal annual installments starting one year from the February 13, 2026 grant date, and they are scheduled to expire on February 13, 2036.

How are indirect ITW shares held for Mary Katherine Lawler?

The filing shows 498 ITW shares held indirectly for Mary Katherine Lawler. These are shares allocated to her account in the Illinois Tool Works Savings & Investment Plan, with holdings information stated as of February 12, 2026 in the explanatory footnotes.

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Accepted by SEC EDGAR 02/17/2026 - 04:48 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^*

Lawler Mary Katherine

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & Chief HR Officer

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		2,740(1)	A	$0(2)	31,521(3)	D
Common Stock	02/12/2026		F		1,214	D	$298.51	30,307	D
Common Stock								498	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			2,740	(5)	(5)	Common Stock	2,740	$0	0	D
Employee Stock Option	$299.6	02/13/2026		A		12,333		02/13/2027(6)	02/13/2036	Common Stock	12,333	$0	12,333	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 3,407 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. Information reported 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:

	/s/ Anna Oliveira, Attorney-in-Fact for Mary K. Lawler	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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