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ILLINOIS TOOL WORKS INC·4

Feb 17, 4:48 PM ET

Lawler Mary Katherine 4

Research Summary

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Updated

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.