Hartzell Patricia A. 4

What Happened
Patricia A. Hartzell, Executive Vice President of Illinois Tool Works (ITW), had 1,883 performance share units (PSUs) certified and settled on Feb 12, 2026, resulting in receipt of 1,883 shares. To satisfy tax withholding, 569 shares were withheld/disposed at $298.51 per share for $169,852. The filing also shows the conversion/cancellation of the related derivative rights tied to those PSUs. On Feb 13, 2026 she received a new grant of 10,436 derivative awards (zero-dollar per-share exercise price as reported).

Key Details

• Transaction dates: Feb 12, 2026 (PSU settlement and tax withholding); Feb 13, 2026 (new award grant).
• Tax withholding: 569 shares disposed at $298.51 each, total $169,852 (code F).
• PSU settlement: 1,883 PSUs certified and settled into 1,883 shares (codes M/A), with the derivative rights cancelled on settlement.
• Grant: 10,436 derivative awards reported on Feb 13, 2026 (reported at $0.00).
• Footnotes: PSUs represent contingent rights to one share each; PSUs were certified and settled on Feb 12. Filing notes options (if applicable) vest in four equal annual installments starting one year from grant.
• Shares owned after transaction: not disclosed in the provided data.
• Filing timeliness: Form 4 filed Feb 17, 2026 — appears timely given the transaction dates and holiday calendar.

Context

• This was primarily a settlement of performance-based awards and routine tax withholding (not an open-market sale). Withholding of shares to cover taxes is a common administrative action and does not necessarily indicate a change in insider sentiment.
• The new 10,436-unit grant is a derivative award (likely performance- or service-based); vesting/settlement timing will determine future share delivery.