ITW (NYSE: ITW) EVP granted options and settles performance share units

Rhea-AI Filing Summary

Illinois Tool Works Executive Vice President Sharon Szafranski reported equity compensation transactions involving common stock and stock options. On February 12, 2026, she acquired 2,098 shares of common stock at $0 upon settlement of previously granted performance share units and related dividend equivalents, after certification of performance metrics. Of these, 631 shares were disposed of at $298.51 to cover tax obligations, leaving her with 8,663 common shares held directly. On February 13, 2026, she received a grant of 10,120 employee stock options with an exercise price of $299.60 per share, expiring on February 13, 2036. These options vest in four equal annual installments beginning one year from the grant date.

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^*

Szafranski Sharon

(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		2,098(1)	A	$0(2)	9,294	D
Common Stock	02/12/2026		F		631	D	$298.51	8,663	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			2,098	(3)	(3)	Common Stock	2,098	$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:

Exhibit 24. Power of Attorney

	/s/ Anna Oliveira, Attorney-in-Fact for Sharon Szafranski	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 EVP Sharon Szafranski report on this Form 4 for ITW?

Sharon Szafranski reported settlement of performance share units into 2,098 common shares, a tax-withholding disposition of 631 shares, and a grant of 10,120 employee stock options with a $299.60 exercise price, all held directly.

How many Illinois Tool Works (ITW) shares does Sharon Szafranski own after these transactions?

After the reported transactions, Sharon Szafranski directly owns 8,663 shares of Illinois Tool Works common stock. This reflects the 2,098 shares received from performance share unit settlement, net of 631 shares withheld to cover tax obligations.

What are the key terms of the ITW stock options granted to Sharon Szafranski?

Szafranski received 10,120 employee stock options with a $299.60 exercise price, expiring on February 13, 2036. The options vest in four equal annual installments, starting one year after the February 13, 2026 grant date.

How were Sharon Szafranski’s performance share units at ITW settled into common stock?

Previously granted performance share units, including accrued dividend equivalents, were certified and settled on February 12, 2026, converting into 2,098 shares of Illinois Tool Works common stock at $0 per share, reflecting equity compensation rather than an open-market purchase.

Why did Sharon Szafranski dispose of 631 ITW shares in this filing?

The 631-share disposition, coded F, represents shares delivered at $298.51 per share to satisfy tax liabilities related to the equity award settlement, rather than an open-market sale initiated for portfolio or valuation reasons.

What role does Sharon Szafranski hold at Illinois Tool Works (ITW)?

Sharon Szafranski is an Executive Vice President at Illinois Tool Works. The reported equity awards and share transactions reflect compensation and tax-withholding activity associated with her senior leadership role at the company.