Larsen Michael M 4

What Happened

• Michael M. Larsen, Senior Vice President & Chief Financial Officer of Illinois Tool Works (ITW), had performance-based equity convert to common stock and a portion withheld for taxes. On Feb 12, 2026, 6,424 performance share units (PSUs) were certified and settled into common stock (code M). To cover tax withholding (code F), 2,348 shares were surrendered at a per-share withholding value of $298.51, totaling $700,901. On Feb 13, 2026 he was granted 27,830 derivative awards (performance shares/PSUs) (code A).

Key Details

• Transaction dates: PSU settlement and withholding on 2026-02-12; new grant on 2026-02-13.
• Shares converted/settled: 6,424 PSUs → common stock (acquired).
• Shares withheld for taxes: 2,348 shares at $298.51/share = $700,901 (payment of tax liability; F).
• Net shares delivered to insider (after withholding): 4,076 shares (6,424 − 2,348).
• New award: 27,830 performance-share units granted on 2026-02-13 (derivative award).
• Footnotes: PSUs were certified and settled on Feb 12 (F1–F3). Each PSU represents a contingent right to one share (F2). F4 notes typical option vesting schedule (four equal annual installments), if applicable.
• Shares owned after the transactions: not specified in the filed Form 4.
• Filing timeliness: no late-filing flag noted in this report.

Context

• These were not open-market sales or purchases by Larsen; the only “disposed” shares were withheld to satisfy tax withholding obligations (a common administrative step when equity awards vest/settle). The Feb 13 grant is a derivative/award (PSUs) and is performance-contingent—not an immediate cash purchase or sale.