Rauch Christopher P. 4

What Happened
Christopher P. Rauch, SVP, General Counsel & Secretary of Illinois Tool Works (ITW), had 477 restricted stock units (RSUs) vest on February 10, 2026. The RSUs converted into 477 shares (recorded as exercise/conversion of a derivative at $0.00 exercise price). The company withheld 129 of those shares to satisfy tax withholding obligations at $294.25 per share (total withholding value $37,958), resulting in a net delivery of 348 shares to Rauch. This was an award vesting/tax-withholding event, not an open-market purchase or sale.

Key Details

• Transaction date: February 10, 2026 (filed February 12, 2026). No late filing indicated in the report.
• Conversion/Exercise: 477 RSUs → 477 shares; exercise/conversion price reported $0.00 (code M).
• Tax withholding (code F): 129 shares withheld at $294.25/share = $37,958.
• Net shares received by insider: 348 shares (477 − 129).
• Shares owned after transaction: Not disclosed in this filing.
• Footnotes: F1 — each RSU represents a contingent right to one share. F2 — the RSUs vested on Feb 10, 2026 and 129 shares were withheld to satisfy taxes.
• Transaction codes explained: M = exercise/conversion of derivative (RSU settlement); F = shares withheld for tax withholding.

Context
This was a routine RSU vesting and cashless tax-withholding transaction. The "disposed" 129 shares were withheld by the company to cover tax liabilities, not an open-market sale by the insider. Such vesting events are common compensation settlements and do not, by themselves, indicate insider buying or selling intent.