Form 4: SCHEUNEMAN RANDALL J reports multiple insider transactions in ITW

Rhea-AI Filing Summary

SCHEUNEMAN RANDALL J reported multiple insider transaction types in a Form 4 filing for ITW. The filing lists transactions totaling 5,084 shares at a weighted average price of $298.51 per share. Following the reported transactions, holdings were 3,225 shares.

Insights

Equity compensation analyst

Routine equity award, performance share settlement, and tax withholding.

The filing shows Randall J. Scheuneman, VP & Chief Accounting Officer of Illinois Tool Works, receiving 3,225 employee stock options at a $299.60 exercise price, vesting over four years. This is a standard long-term incentive grant tied to continued service.

He also converted 803 performance share units into common stock after performance certification, with 253 shares withheld at $298.51 to satisfy tax obligations. These are non-open-market transactions and do not reflect discretionary buying or selling. Overall, the impact on shareholders is administrative and routine.

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^*

SCHEUNEMAN RANDALL J

(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)
	VP & Chief Accounting 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		803(1)	A	$0(2)	11,117	D
Common Stock	02/12/2026		F		253	D	$298.51	10,864	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			803	(3)	(3)	Common Stock	803	$0	0	D
Employee Stock Option	$299.6	02/13/2026		A		3,225		02/13/2027(4)	02/13/2036	Common Stock	3,225	$0	3,225	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 vested 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 Randall J. Scheuneman	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.
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FAQ

What insider transactions did ITW officer Randall Scheuneman report?

He reported settling 803 performance share units into common stock and having 253 shares withheld at $298.51 for taxes, plus receiving 3,225 employee stock options exercisable at $299.60, all held directly as part of his equity compensation package.

How many Illinois Tool Works (ITW) shares does the officer own after these Form 4 transactions?

After these transactions, Randall Scheuneman directly owns 10,864 shares of Illinois Tool Works common stock. This reflects the net result of 803 shares from performance units and 253 shares withheld to cover tax obligations related to the equity award settlement.

What equity awards did Illinois Tool Works (ITW) grant to Randall Scheuneman?

Illinois Tool Works granted him 3,225 employee stock options with a $299.60 exercise price. These options vest in four equal annual installments beginning one year from the February 13, 2026 grant date, creating a staggered long-term incentive structure for the executive.

What are the performance share units mentioned in the ITW Form 4 filing?

The performance share units, granted February 10, 2023, each represented a contingent right to one ITW common share. On February 12, 2026, 803 units plus dividend equivalents were certified and settled into 803 common shares following confirmation of applicable performance metrics.

Was the 253-share disposition by the ITW officer an open-market sale?

No. The 253-share disposition was coded “F,” meaning shares were withheld at $298.51 to pay tax liabilities on the equity settlement. This is a tax-withholding transaction, not an open-market sale initiated for portfolio or valuation reasons.

Are the reported ITW insider transactions direct or indirect holdings?

All reported securities in this Form 4 are held directly by Randall Scheuneman. The filing lists his ownership code as “D” for direct across the common stock, performance share units, and employee stock options, with no trusts or other entities disclosed in the footnotes.