SCHEUNEMAN RANDALL J 4

What Happened

• Randall J. Scheuneman, Vice President & Chief Accounting Officer of Illinois Tool Works (ITW), received a grant/settlement of 3,225 performance share units (PSUs) that converted to shares (recorded Feb 13, 2026) and had related derivative activity recorded Feb 12–13, 2026.
• On Feb 12, 2026, 803 derivative units were exercised/converted (no exercise price reported). Also on Feb 12, 253 shares were surrendered/withheld to cover tax obligations at $298.51 per share, yielding $75,523 withheld. The awards/settlements are recorded at $0.00 per share in the filing (typical for PSUs/awards).

Key Details

• Transaction dates: Feb 12, 2026 (exercise/conversion and tax withholding); Feb 13, 2026 (award/settlement).
• Counts & prices: 3,225 PSUs settled (A) at $0.00; 803 derivative units exercised/converted (M) at $0.00; 253 shares withheld for taxes (F) at $298.51 each = $75,523.
• Footnotes: PSUs were certified and settled on Feb 12, 2026; each PSU equals one share; tax withholding was used to satisfy tax liability. Options/derivatives vesting schedule noted in filing (vest in four equal annual installments from grant).
• Shares owned after the transactions: not stated in this Form 4 filing.
• Filing date: Form filed Feb 17, 2026 (appears timely given federal holiday on Feb 16).

Context

• These transactions reflect PSU certification/settlement and related tax withholding rather than an open-market purchase or voluntary sale. The 253-share disposal was a tax-withholding event (code F), not a market sale expressing bearish sentiment.
• Derivative entries (code M) reflect conversion/exercise of vested rights into shares; the award entry (code A) reflects receipt of shares upon PSU settlement.