Thibeault Mark A. 4

What Happened

• Mark A. Thibeault, Executive Vice President of Illinois Tool Works (ITW), had performance share units (PSUs) certified and settled on Feb 12, 2026, resulting in 469 shares issued to him (conversion at $0 per share). To cover taxes, 157 of those shares were surrendered/withheld at an implied value of $298.51 per share (total ~$46,866). The filing also reports a grant/award of 6,957 derivative shares on Feb 13, 2026 (reported as acquisition at $0).

Key Details

• Transaction dates and amounts:
  • Feb 12, 2026: PSUs certified/settled → 469 shares issued (exercise/conversion, $0.00 per share).
  • Feb 12, 2026: Tax withholding → 157 shares disposed @ $298.51 = $46,866 (withheld to satisfy tax liability).
  • Feb 12, 2026: A derivative line shows 469 shares as a derivative disposition (reflects settlement/conversion mechanics).
  • Feb 13, 2026: Grant/award → 6,957 derivative shares acquired (reported at $0.00).
• Shares owned after transaction: Not specified in the provided filing summary.
• Footnotes of note:
  • F1–F3: Common stock was issued upon settlement of PSUs after certification; each PSU equals a contingent right to one share; PSUs were certified and settled on Feb 12, 2026.
  • F4: Notes on option vesting (options vest in four equal annual installments beginning one year from grant) — indicates other awards may be subject to time-based vesting.
• Filing timeliness: Form 4 was filed Feb 17, 2026 for a Feb 12 transaction. Because Feb 16, 2026 was a federal holiday (Presidents Day), the Feb 17 filing date is consistent with the SEC’s business-day timing rules (not late).
• Remarks/Exhibits: Exhibit 24 (Power of Attorney) attached.

Context

• This was not an open-market purchase or sale; the 157-share disposition was a tax-withholding event (routine) tied to PSU settlement. The primary informative action for investors is that PSUs were certified and settled (insider received company stock) and a separate grant of 6,957 award-based derivative shares was reported.