SANTI ERNEST SCOTT 4

What Happened Santi Ernest Scott, a director of Illinois Tool Works (ITW), had 9,572 performance share units (PSUs) certified and settled on February 12, 2026, resulting in the issuance of 9,572 common shares. To cover tax withholding, 4,241 of those shares were surrendered at a price of $298.51 per share, totaling $1,265,981. Net shares issued to Scott were 5,331 (9,572 issued minus 4,241 withheld). The transaction entries are recorded as an exercise/conversion of derivatives (M) for the PSU settlement and an F-code withholding for taxes.

Key Details

• Transaction date: February 12, 2026; Filing date: February 17, 2026 (appears filed 5 days after the transaction).
• Issued: 9,572 shares upon PSU settlement (no cash paid by insider).
• Withheld for taxes: 4,241 shares at $298.51 each = $1,265,981.
• Net shares received: 5,331.
• Footnotes: PSUs were certified and settled upon achievement of performance metrics and include accrued dividend equivalents (F1, F4). Each PSU equals one share (F2). Filing notes 4,866 shares of deferred stock under the Directors' Deferred Fee Plan as of Feb 12 (F3).
• Filing timeliness: The Form 4 was filed five days after the transaction date, which is later than the standard two-business-day reporting window for Form 4s.

Context This was a routine settlement of performance-based equity rather than an open-market purchase or a voluntary sale. The withholding of shares to cover taxes is common and should not be interpreted as an active sale for investment reasons. The derivative code (M) reflects conversion/exercise of PSUs into common stock; the F code reflects shares withheld to satisfy tax obligations.