ITW HR chief sells 17,279 shares after option exercise

Illinois Tool Works SVP & Chief HR Officer Mary Katherine Lawler reported an option exercise and share sale.

Rhea-AI Filing Summary

Illinois Tool Works SVP & Chief HR Officer Mary Katherine Lawler reported an option exercise and share sale. On February 6, 2026, she exercised 17,279 employee stock options at $163.36 per share, receiving the same number of Illinois Tool Works common shares.

That same day, she sold 17,279 common shares at a weighted average price of about $291.90, in transactions executed between $291.66 and $292.30. After these trades, she directly held 28,781 common shares, which include 3,407 shares acquired through a dividend reinvestment plan, and indirectly held 498 shares in the company’s Savings & Investment Plan as of February 6, 2026. The option grant exercised had become fully exercisable in 2022 and now shows 0 options remaining.

Insider Trade Summary

Exercise and Sale: 17,279 shares ($2.22M approx. pre-tax spread)

Exercise and Sale 4 txns

Insider Lawler Mary Katherine

Role SVP & Chief HR Officer

Sold 17,279 shs ($5.04M)

Approx. gross sale proceeds $5.04M

Approx. exercise cost $2.82M

Approx. pre-tax spread $2.22M

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option	17,279	$0.00	$0.00
Exercise	Common Stock	17,279	$163.36	$2.82M
Sale	Common Stock	17,279	$291.90	$5.04M
holding	Common Stock	--	--	--

Holdings After Transaction: Employee Stock Option — 0 contracts (Direct); Common Stock — 28,781 shares (Direct); Common Stock — 498 shares (Indirect, See Footnote)

Footnotes (4)

1. F1. Includes 3,407 shares acquired under a dividend reinvestment plan.
2. F2. This transaction was executed at multiple prices ranging from $291.66 to $292.30. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Illinois Tool Works Inc. or a shareholder of Illinois Tool Works Inc. full information regarding the number of shares and prices at which the transaction was effected.
3. F3. 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 6, 2026.
4. F4. Stock options vest in four (4) equal installments beginning February 15, 2018 (grant date), and became fully exercisable on February 18, 2022.

FAQ

What insider transaction did ITW executive Mary Katherine Lawler report?

Lawler reported exercising 17,279 employee stock options at $163.36 per share and selling 17,279 Illinois Tool Works common shares at a weighted average price of about $291.90, all on February 6, 2026, according to the Form 4 filing.

How many Illinois Tool Works (ITW) shares does Mary Katherine Lawler own after this Form 4?

After the reported transactions, Lawler directly owns 28,781 Illinois Tool Works common shares and indirectly holds 498 shares in the company’s Savings & Investment Plan, based on information reported as of February 6, 2026, in the Form 4.

What stock option grant did Mary Katherine Lawler exercise in the ITW Form 4?

She exercised 17,279 employee stock options with an exercise price of $163.36 per share. These options were granted on February 15, 2018, vested in four equal installments, and became fully exercisable on February 18, 2022, before being fully exercised.

At what prices were Mary Katherine Lawler’s ITW shares sold on February 6, 2026?

The 17,279 Illinois Tool Works shares were sold at prices ranging from $291.66 to $292.30 per share. The Form 4 reports a weighted average sale price of approximately $291.90 and notes detailed trade data is available upon request.

What indirect Illinois Tool Works (ITW) holdings does Mary Katherine Lawler report?

She reports 498 ITW common shares allocated to her account in the Illinois Tool Works Savings & Investment Plan. The filing states this information is reported as of February 6, 2026, and categorizes these holdings as indirectly owned.

How many ITW shares reported by Mary Katherine Lawler came from a dividend reinvestment plan?

The filing states that 3,407 of Mary Katherine Lawler’s directly held Illinois Tool Works common shares were acquired under a dividend reinvestment plan. These shares are included within her total of 28,781 directly owned shares after the reported transactions.

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Accepted by SEC EDGAR 02/10/2026 - 04:43 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)
02/06/2026

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	02/06/2026		M		17,279	A	$163.36	46,060(1)	D
Common Stock	02/06/2026		S		17,279	D	$291.9(2)	28,781	D
Common Stock								498	I	See Footnote(3)

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
Employee Stock Option	$163.36	02/06/2026		M			17,279	02/15/2019(4)	02/15/2028	Common Stock	17,279	$0	0	D

Explanation of Responses:

1. Includes 3,407 shares acquired under a dividend reinvestment plan.

2. This transaction was executed at multiple prices ranging from $291.66 to $292.30. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Illinois Tool Works Inc. or a shareholder of Illinois Tool Works Inc. full information regarding the number of shares and prices at which the transaction was effected.

3. 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 6, 2026.

4. Stock options vest in four (4) equal installments beginning February 15, 2018 (grant date), and became fully exercisable on February 18, 2022.

Remarks:

Exhibit 24. Power of Attorney

	/s/ Anna Oliveira, Attorney-in-Fact for Mary K. Lawler	02/10/2026
	** 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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