Illinois Tool Works (NYSE: ITW) EVP receives options and share settlement

Rhea-AI Filing Summary

Illinois Tool Works executive Axel Beck reported several equity compensation transactions. On February 12, 2026, performance share units granted in 2023 were certified and converted into 2,398 shares of common stock at an exercise price of $0, reflecting settlement of earned awards and dividend equivalents. To cover tax obligations, 1,063 of these shares were withheld at $298.51 per share, leaving 7,124 shares of common stock owned directly.

On February 13, 2026, Beck received a grant of employee stock options for 10,120 shares at an exercise price of $299.6 per share. These options vest in four equal annual installments starting one year from the grant date and expire on February 13, 2036, and are held directly.

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

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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^*

Beck Axel

(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		2,398(1)	A	$0(2)	8,187	D
Common Stock	02/12/2026		F		1,063	D	$298.51	7,124	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			2,398	(3)	(3)	Common Stock	2,398	$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:

	/s/ Anna Oliveira, Attorney-in-Fact for Axel Beck	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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FAQ

What insider transactions did ITW executive Axel Beck report on this Form 4?

Axel Beck reported settlement of 2,398 performance share units into common stock, tax withholding of 1,063 shares, and a grant of 10,120 employee stock options. All transactions relate to equity compensation, not open‑market buying or selling.

How many Illinois Tool Works (ITW) shares does Axel Beck own after these transactions?

After the reported transactions, Axel Beck directly owns 7,124 shares of Illinois Tool Works common stock. This reflects the net result after 2,398 shares were issued from performance share units and 1,063 shares were withheld to satisfy tax obligations.

What are the terms of Axel Beck’s new ITW employee stock option grant?

Beck received 10,120 employee stock options with an exercise price of $299.6 per share. These options vest in four equal annual installments beginning one year from the grant date and expire on February 13, 2036, providing long-term incentive alignment.

What happened to Axel Beck’s ITW performance share units granted in 2023?

Performance share units granted February 10, 2023 were certified and settled on February 12, 2026, converting into 2,398 shares of common stock at an exercise price of $0. The amount includes both earned units and accrued dividend equivalents.

Why were 1,063 ITW shares disposed of in Axel Beck’s Form 4?

The 1,063 shares were disposed of under transaction code F, which indicates shares were withheld to pay the exercise price or cover tax liabilities. The shares were valued at $298.51 each and represent a tax-withholding disposition, not an open-market sale.

Is Axel Beck’s ITW Form 4 filing a sign of open-market buying or selling?

The filing reflects equity award settlement and a new option grant, not open-market trades. Shares were acquired through performance share unit settlement and options were granted, while share dispositions were for tax withholding rather than discretionary selling in the market.