ITW (NYSE: ITW) EVP awarded 6,957 options, settles 469 PSUs

Rhea-AI Filing Summary

Illinois Tool Works Executive Vice President Mark A. Thibeault reported equity compensation changes involving company stock. On February 12, 2026, 469 performance share units granted in 2023 were certified and settled into 469 shares of common stock at $0 per share, reflecting achievement of performance metrics. To cover tax obligations from this settlement, 157 shares of common stock were disposed of at $298.51 per share, leaving Thibeault with 593 directly owned common shares.

On February 13, 2026, Thibeault was granted an employee stock option for 6,957 shares of Illinois Tool Works common stock with a $299.6 exercise price. These options vest in four equal annual installments beginning one year from the grant date and expire on February 13, 2036.

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^*

Thibeault Mark A.

(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		469(1)	A	$0(2)	750	D
Common Stock	02/12/2026		F		157	D	$298.51	593	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			469	(3)	(3)	Common Stock	469	$0	0	D
Employee Stock Option	$299.6	02/13/2026		A		6,957		02/13/2027(4)	02/13/2036	Common Stock	6,957	$0	6,957	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 Mark A. Thibeault	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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FAQ

What insider transactions did ITW Executive Vice President Mark Thibeault report?

Mark Thibeault reported settlement of 469 performance share units into common stock and a related tax-share disposition, plus a grant of 6,957 employee stock options. These transactions reflect routine equity compensation and tax withholding activity disclosed for compliance with insider reporting rules.

How many Illinois Tool Works (ITW) shares does Mark Thibeault now hold directly?

After the reported transactions, Mark Thibeault directly owns 593 shares of Illinois Tool Works common stock. This follows settlement of 469 performance share units into shares and the tax-withholding disposition of 157 shares on February 12, 2026, as part of performance-based compensation.

What were the details of the 6,957 stock options granted to ITW’s Executive Vice President?

Thibeault received an employee stock option covering 6,957 Illinois Tool Works common shares at a $299.6 exercise price. The option was granted February 13, 2026, vests in four equal annual installments starting one year after grant, and expires February 13, 2036, providing long-term incentive alignment.

How were ITW performance share units converted into common stock for Mark Thibeault?

On February 12, 2026, 469 performance share units granted February 10, 2023 were certified based on applicable performance metrics and settled into 469 shares of Illinois Tool Works common stock at $0 per share, including accrued dividend equivalents, as part of performance-based equity compensation.

Why did Mark Thibeault dispose of 157 ITW shares in this Form 4 filing?

The 157 Illinois Tool Works shares were disposed of to satisfy tax withholding obligations arising from settlement of performance share units. The shares were valued at $298.51 each, and this transaction is characterized as a tax-withholding disposition rather than an open-market sale.

What do the vesting terms of the new ITW stock options mean for Mark Thibeault?

The options vest in four equal annual installments starting one year from the February 13, 2026 grant date. This structure means Thibeault gains exercisable rights to roughly one-quarter of the 6,957 options each year, encouraging continued service and alignment with shareholder interests.