Lawler Mary Katherine 4

4 · ILLINOIS TOOL WORKS INC · Filed Feb 17, 2026

AI-generated summary of this filing

Updated Feb 17, 2026

Illinois Tool Works SVP Mary Lawler Exercises PSUs, Sells 1,214 Shares

What Happened

Mary Katherine Lawler, SVP & Chief HR Officer of Illinois Tool Works (ITW), had performance share units (PSUs) certified and settled on Feb 12, 2026, resulting in conversion to 2,740 shares. To satisfy withholding/tax obligations she disposed of 1,214 shares at $298.51 each for proceeds of $362,391. The filing also shows a grant/award of 12,333 shares (derivative) on Feb 13, 2026.
These transactions are compensation-related (PSU settlement and a new award), not an open-market purchase; the sale of 1,214 shares was a routine tax-withholding sale.

Key Details

Transaction dates: Feb 12, 2026 (PSU certification/settlement and tax withholding), Feb 13, 2026 (grant/award).
Prices and values: tax-withholding disposition of 1,214 shares at $298.51 = $362,391. Conversions/grants reported at $0 (compensation/derivative settlement).
Transaction codes: M = exercise/conversion of derivative (PSU conversion), F = tax withholding (shares disposed to cover taxes), A = grant/award.
Footnotes: PSUs were certified and settled on Feb 12; each PSU represents a contingent right to one share. Filing notes 3,407 shares were acquired under a dividend reinvestment plan and includes shares allocated to the company savings plan (reported as of Feb 12). Options referenced vest in four equal annual installments (per footnote).
Shares owned after transaction: the filing does not provide a single total beneficial-ownership number; see footnotes for plan-allocated and DRIP shares.
Filing timeliness: Form 4 was filed Feb 17, 2026 for transactions on Feb 12–13; this appears to be later than the standard two-business-day filing window.

Context

This was largely a compensation event: PSUs were converted into shares and a new award was granted. The disposal of 1,214 shares was a sell-to-cover tax withholding, a routine administrative step that does not necessarily signal the insider’s view of the stock.
For retail investors: purchases by insiders are often more informative than routine conversions/withholdings. These entries reflect standard equity compensation activity.

Form 4

Period: 2026-02-12

SVP & Chief HR Officer

Transactions

Exercise/Conversion
Common Stock
[F1][F2][F3]
2026-02-12+2,740→ 31,521 total
Tax Payment
Common Stock
2026-02-12$298.51/sh−1,214$362,391→ 30,307 total
Exercise/Conversion
Performance Share Units (granted 2/10/23)
[F2][F5]
2026-02-12−2,740→ 0 total
Exercise: $0.00→ Common Stock (2,740 underlying)
Award
Employee Stock Option
[F6]
2026-02-13+12,333→ 12,333 total
Exercise: $299.60From: 2027-02-13Exp: 2036-02-13→ Common Stock (12,333 underlying)

Holdings

Footnotes (6)

[F1]Common stock acquired upon settlement of performance share units and accrued dividend equivalents thereon, following certification of applicable performance metrics.
[F2]Each performance share unit represents a contingent right to receive one share of the Company's common stock.
[F3]Includes 3,407 shares acquired under a dividend reinvestment plan.
[F4]Shares of common stock allocated to the reporting person's account in the Illinois Tool Works Inc. Savings & Investment Plan. Information reported as of February 12, 2026.
[F5]Performance share units were certified and settled on February 12, 2026.
[F6]Options vest in four (4) equal annual installments beginning one year from date of grant.

Signature

/s/ Anna Oliveira, Attorney-in-Fact for Mary K. Lawler|2026-02-17

1 file