ITW (NYSE: ITW) CFO settles performance units and receives new options

Rhea-AI Filing Summary

Illinois Tool Works SVP & CFO Michael M. Larsen reported multiple equity award transactions. On February 12, 2026, 6,424 performance share units granted in 2023 were certified and settled into 6,424 shares of common stock, reflecting achievement of performance metrics and related dividend equivalents. To cover tax obligations, 2,348 shares of common stock were disposed of at $298.51 per share, leaving him with 54,578 common shares held directly. On February 13, 2026, he received a grant of 27,830 employee stock options with a $299.60 exercise price, vesting in four equal annual installments starting one year from the grant date.

Insider Trade Summary

6,424 shares exercised/converted

Mixed 4 txns

Insider Larsen Michael M

Role SVP & CFO

Type	Security	Shares	Price	Value
Grant/Award	Employee Stock Option	27,830	$0.00	--
Exercise	Performance Share Units (granted 2/10/23)	6,424	$0.00	--
Exercise	Common Stock	6,424	$0.00	--
Tax Withholding	Common Stock	2,348	$298.51	$701K

Holdings After Transaction: Employee Stock Option — 27,830 shares (Direct); Performance Share Units (granted 2/10/23) — 0 shares (Direct); Common Stock — 56,926 shares (Direct)

Footnotes (1)

1. Common stock acquired upon settlement of performance share units and accrued dividend equivalents thereon, following certification of applicable performance metrics. Each performance share unit represents a contingent right to receive one share of the Company's common stock. Performance share units were certified and settled on February 12, 2026. Options vest in four (4) equal annual installments beginning one year from date of grant.

Form 4 Insider Transactions: What Each Field Means →

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

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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^*

Larsen Michael M

(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 & CFO

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		6,424(1)	A	$0(2)	56,926	D
Common Stock	02/12/2026		F		2,348	D	$298.51	54,578	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			6,424	(3)	(3)	Common Stock	6,424	$0	0	D
Employee Stock Option	$299.6	02/13/2026		A		27,830		02/13/2027(4)	02/13/2036	Common Stock	27,830	$0	27,830	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 Michael M. Larsen	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 SVP & CFO Michael M. Larsen report?

Michael M. Larsen reported settlement of 6,424 performance share units into common stock, disposition of 2,348 shares to cover taxes, and a grant of 27,830 employee stock options. All holdings are reported as directly owned equity in Illinois Tool Works.

How many Illinois Tool Works (ITW) shares does the CFO hold after these transactions?

After the reported transactions, Michael M. Larsen beneficially owns 54,578 shares of ITW common stock directly. This reflects settlement of performance share units and shares withheld for tax, as disclosed in the Form 4 filing.

What equity awards did the ITW CFO receive in February 2026?

On February 13, 2026, the ITW CFO received 27,830 employee stock options with a $299.60 exercise price. These options vest in four equal annual installments beginning one year from the grant date and are exercisable for ITW common stock.

What happened to the ITW performance share units granted on February 10, 2023?

Performance share units granted on February 10, 2023 were certified and settled on February 12, 2026 into 6,424 ITW common shares, including accrued dividend equivalents. Each unit represented a contingent right to one share of Illinois Tool Works common stock.

Why were 2,348 shares of ITW common stock disposed of in this Form 4?

The 2,348 ITW common shares were disposed of in a tax-withholding transaction at $298.51 per share. This disposition satisfied tax obligations related to the settlement of performance share units, rather than an open-market sale initiated for investment reasons.

How do the new ITW stock options granted to the CFO vest over time?

The 27,830 ITW employee stock options vest in four equal annual installments, starting one year after the February 13, 2026 grant date. This creates a multi-year incentive structure tied to the CFO’s continued service and company performance.