Form 4: Rauch Christopher P. reports acquisition/exercise transactions in ITW

Rhea-AI Filing Summary

Rauch Christopher P. reported acquisition or exercise transactions in a Form 4 filing for ITW. The filing lists transactions totaling 5,850 shares. Following the reported transactions, holdings were 5,850 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Rauch Christopher P.

Role SVP, General Counsel & Secy.

Type	Security	Shares	Price	Value
Grant/Award	Employee Stock Option	5,850	$0.00	--

Holdings After Transaction: Employee Stock Option — 5,850 shares (Direct)

Footnotes (1)

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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

OMB Number:			3235-0287
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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^*

Rauch Christopher P.

(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)
	SVP, General Counsel & Secy.

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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

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	$299.6	02/13/2026		A		5,850		02/13/2027(1)	02/13/2036	Common Stock	5,850	$0	5,850	D

Explanation of Responses:

1. Options vest in four (4) equal annual installments beginning one year from date of grant.

Remarks:

	/s/ Anna Oliveira, Attorney-in-Fact for Christopher P. Rauch	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did ITW executive Christopher P. Rauch report?

Christopher P. Rauch reported receiving an employee stock option grant. The award covers 5,850 options on Illinois Tool Works common stock, giving him the right to buy shares at a fixed exercise price of $299.6 per share if he chooses to exercise.

What is the size and exercise price of the ITW stock options granted to Rauch?

Rauch received 5,850 employee stock options with a $299.6 exercise price. This means he can later purchase up to 5,850 Illinois Tool Works shares at $299.6 each, regardless of the future market price, once the options vest.

How do the Illinois Tool Works options granted to Rauch vest over time?

The options vest in four equal annual installments beginning one year from the 02/13/2026 grant date. Each year, one-quarter of the 5,850 options becomes exercisable, aligning compensation with longer-term service and company performance over several years.

When do Christopher P. Rauch’s ITW stock options expire?

The employee stock options granted to Rauch expire on 02/13/2036. He must exercise any vested options before that expiration date, or they will lapse and become worthless, even if they were previously in-the-money relative to Illinois Tool Works’ market price.

Did the Form 4 show Rauch buying or selling ITW common shares?

No common shares were bought or sold in this Form 4. It reports only a grant of 5,850 employee stock options, a derivative security. These options may allow future share purchases but do not immediately change the public share float.

What ownership type is reported for Rauch’s Illinois Tool Works options?

The filing shows Rauch’s 5,850 employee stock options as directly owned. Direct ownership means the options are held in his name rather than through an intermediary entity like a trust, partnership, or family investment vehicle, simplifying the ownership structure.