Illinois Tool Works EVP granted stock options

Illinois Tool Works Executive Vice President Patricia A. Hartzell received a grant of employee stock options for 10,436 shares on February 13, 2026, with an exercise price of $299.60 per share, vesting in four equal annual installments and expiring in 2036.

Rhea-AI Filing Summary

Illinois Tool Works Executive Vice President Patricia A. Hartzell received a grant of employee stock options for 10,436 shares on February 13, 2026, with an exercise price of $299.60 per share, vesting in four equal annual installments and expiring in 2036.

On February 12, 2026, 1,883 performance share units granted in 2023 were certified and settled into an equal number of common shares, including accrued dividend equivalents. In connection with this settlement, 569 shares were withheld to cover tax obligations at $298.51 per share. After these transactions, Hartzell directly holds 3,965 shares of Illinois Tool Works common stock.

Insider Trade Summary

1,883 shares exercised/converted

Exercise 4 txns

Insider Hartzell Patricia A.

Role Executive Vice President

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

Holdings After Transaction: Performance Share Units (granted 2/10/23) — 0 contracts (Direct); Employee Stock Option — 10,436 contracts (Direct); Common Stock — 3,965 shares (Direct)

Footnotes (4)

1. F1. Common stock acquired upon settlement of performance share units and accrued dividend equivalents thereon, following certification of applicable performance metrics.
2. F2. Each performance share unit represents a contingent right to receive one share of the Company's common stock.
3. F3. Performance share units were certified and settled on February 12, 2026.
4. F4. Options vest in four (4) equal annual installments beginning one year from date of grant.

Key Figures

Stock options granted: 10,436 options Option exercise price: $299.60 per share Option expiration: 2036-02-13 +4 more

7 metrics

Stock options granted 10,436 options Employee stock option grant on February 13, 2026

Option exercise price $299.60 per share Exercise price for 10,436 employee stock options

Option expiration 2036-02-13 Expiration date of the granted employee stock options

Performance share units settled 1,883 units PSUs granted 2/10/23 settled into common stock on February 12, 2026

Shares withheld for taxes 569 shares Tax-withholding disposition at $298.51 per share

Tax withholding price $298.51 per share Per-share value for 569 shares withheld to cover tax obligations

Direct common shares held 3,965 shares Post-transaction direct holding of Illinois Tool Works common stock

Key Terms

Performance share units, accrued dividend equivalents, contingent right, tax-withholding disposition, +1 more

5 terms

Performance share units financial

"Performance share units were certified and settled on February 12, 2026."

Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.

accrued dividend equivalents financial

"Common stock acquired upon settlement of performance share units and accrued dividend equivalents thereon."

contingent right financial

"Each performance share unit represents a contingent right to receive one share."

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities."

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

employee stock option financial

"Employee Stock Option grant with vesting over four equal annual installments."

An employee stock option is a promise that lets a worker buy company shares later at a predetermined price, often after they stay for a certain period or meet performance goals — think of it like a coupon that locks in today's price for a future purchase. It matters to investors because options align employees’ incentives with company performance, can increase the number of shares outstanding (dilution) when exercised, and represent a compensation cost that affects reported profits and shareholder value.

FAQ

What insider activity did ITW Executive Vice President Patricia A. Hartzell report?

Patricia A. Hartzell reported a stock option grant for 10,436 shares at an exercise price of $299.60 per share and the settlement of 1,883 performance share units into common stock, with some shares withheld to cover tax obligations.

How many stock options did ITW's Hartzell receive and on what terms?

Hartzell received 10,436 employee stock options on February 13, 2026, with an exercise price of $299.60 per share. The options vest in four equal annual installments starting one year from the grant date and expire on February 13, 2036.

What happened to the performance share units reported in ITW's Form 4?

A prior grant of 1,883 performance share units was certified and settled on February 12, 2026, into an equal number of Illinois Tool Works common shares. Each unit represented a contingent right to one share, including accrued dividend equivalents upon settlement.

How many ITW shares were withheld for taxes in Hartzell's Form 4?

In connection with the settlement of performance share units, 569 shares of Illinois Tool Works common stock were withheld to satisfy tax obligations. These shares were valued at a per-share price of $298.51, consistent with a tax-withholding disposition transaction.

How many Illinois Tool Works shares does Hartzell hold after these transactions?

After the reported transactions, Hartzell directly holds 3,965 shares of Illinois Tool Works common stock. This figure reflects her post-transaction balance as reported in the filing’s canonical holdings, separate from her outstanding stock option awards.

Does Hartzell still hold derivative awards in ITW after this Form 4?

Yes. Following the grant on February 13, 2026, Hartzell holds employee stock options for 10,436 shares of Illinois Tool Works common stock. These options have an exercise price of $299.60 per share and a final expiration date in 2036.

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Accepted by SEC EDGAR 02/17/2026 - 04:49 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^*

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.
* 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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