ITW (ITW) EVP Hartzell reports share settlement and new option grant

Rhea-AI Filing Summary

Illinois Tool Works executive Patricia A. Hartzell reported equity compensation transactions and a tax-related share disposition. On February 12, 2026, performance share units granted in 2023 were certified and converted into 1,883 shares of common stock at $0 per share, increasing her directly owned stake to 4,534 shares. On the same date, 569 shares of common stock were disposed of at $298.51 per share to cover tax obligations, leaving her with 3,965 directly owned shares. On February 13, 2026, she received a grant of 10,436 employee stock options with a $299.60 exercise price, expiring on February 13, 2036, which vest in four equal annual installments beginning one year from the grant date.

Insider Trade Summary

1,883 shares exercised/converted

Mixed 4 txns

Insider Hartzell Patricia A.

Role Executive Vice President

Type	Security	Shares	Price	Value
Grant/Award	Employee Stock Option	10,436	$0.00	--
Exercise	Performance Share Units (granted 2/10/23)	1,883	$0.00	--
Exercise	Common Stock	1,883	$0.00	--
Tax Withholding	Common Stock	569	$298.51	$170K

Holdings After Transaction: Employee Stock Option — 10,436 shares (Direct); Performance Share Units (granted 2/10/23) — 0 shares (Direct); Common Stock — 4,534 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^*

Hartzell Patricia A.

(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		1,883(1)	A	$0(2)	4,534	D
Common Stock	02/12/2026		F		569	D	$298.51	3,965	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			1,883	(3)	(3)	Common Stock	1,883	$0	0	D
Employee Stock Option	$299.6	02/13/2026		A		10,436		02/13/2027(4)	02/13/2036	Common Stock	10,436	$0	10,436	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 Patricia A. Hartzell	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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did ITW executive Patricia A. Hartzell report?

Patricia A. Hartzell reported settlement of performance share units into 1,883 ITW common shares, a tax-withholding disposition of 569 shares, and a grant of 10,436 employee stock options, all held directly as part of her executive compensation package.

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

After the reported Form 4 transactions, Patricia A. Hartzell directly owns 3,965 shares of Illinois Tool Works common stock, reflecting both the settlement of performance share units and the tax-related share disposition disclosed for February 12, 2026.

What are the key terms of Patricia Hartzell’s new ITW stock options?

Hartzell received 10,436 Illinois Tool Works employee stock options with a $299.60 exercise price. These options begin vesting one year from the February 13, 2026 grant date, in four equal annual installments, and expire on February 13, 2036, if not exercised.

How were ITW performance share units settled for Patricia Hartzell?

Performance share units granted February 10, 2023 were certified and settled on February 12, 2026. Each unit represented a right to receive one ITW common share, resulting in issuance of 1,883 shares plus accrued dividend equivalents at $0 per share to Hartzell.

Why did Patricia Hartzell dispose of 569 ITW shares on February 12, 2026?

The 569 Illinois Tool Works shares were withheld and disposed of at $298.51 per share to satisfy tax liabilities associated with the equity settlement. This tax-withholding disposition is coded “F” on the Form 4 and is a common mechanism for covering related obligations.

Is Patricia Hartzell’s ITW Form 4 transaction a market sale of shares?

The filing shows no open-market sale. Shares were acquired through settlement of performance share units and options were granted, while 569 shares were disposed of under code “F,” which represents payment of tax liability by delivering securities rather than a discretionary market sale.