O'HERLIHY CHRISTOPHER A 4

What Happened
Christopher A. O'Herlihy, President & CEO of Illinois Tool Works (ITW), had performance share units (PSUs) certified and settled on Feb 12, 2026, converting into 7,024 shares of common stock. To cover tax withholding on that settlement, 2,610 shares were surrendered/withheld at $298.51 each for a total withholding value of $779,111. The filing also reports a derivative award granted on Feb 13, 2026 for 74,320 shares (reported as a grant/award).

Key Details

• Transaction dates: Feb 12, 2026 (PSU settlement and withholding); Feb 13, 2026 (award grant).
• PSU settlement: 7,024 shares issued upon certification of performance metrics (no cash paid).
• Tax withholding: 2,610 shares disposed at $298.51 per share to satisfy tax liability (total $779,111). This is withholding, not an open-market sale.
• Grant: 74,320-share derivative award reported 2/13/2026; filing notes options vest in four equal annual installments beginning one year from grant (see footnote F5).
• Shares owned after transactions: not specified in the filing.
• Footnotes: F1–F4 confirm PSUs convert 1:1 to common stock and were settled Feb 12; F5 describes typical vesting for the new option award.
• Timeliness: Report filed Feb 17, 2026 for transactions on Feb 12–13 — this is outside the standard 2-business-day Form 4 filing window and appears late.

Context
The key economic activity here is a PSU settlement (resulting in issued shares) with shares withheld to satisfy taxes — a routine administrative step for executives receiving equity compensation. The separate grant of 74,320 derivative awards appears to be a multi-year‑vesting equity award (options or similar) and does not represent an immediate purchase or sale of stock.