Szafranski Sharon 4

What Happened

• Sharon Szafranski, Executive Vice President at Illinois Tool Works (ITW), had performance share units (PSUs) certified and settled on Feb 12, 2026. As a result she acquired 2,098 shares of common stock (conversion of PSUs) and 631 of those shares were withheld/disposed to cover tax withholding (631 shares × $298.51 = $188,360). On Feb 13, 2026 she was also granted 10,120 PSUs (a contingent award to receive shares if performance metrics are met).
• These were not open-market purchases or voluntary sales of existing stock; the acquisitions are settlements of equity awards and the 631-share disposition was a routine tax-withholding event.

Key Details

• Dates and actions:
  • 2026-02-12: Settlement/conversion of 2,098 PSUs into common stock (reported as derivative exercise/conversion, price $0.00).
  • 2026-02-12: 631 shares disposed to satisfy tax withholding at $298.51 per share (total = $188,360).
  • 2026-02-13: Grant of 10,120 performance share units (PSUs) (award reported at $0.00 until settled).
• Shares owned after transaction: Not specified in this filing.
• Relevant footnotes:
  • F1/F3: Common stock was acquired upon settlement of PSUs and accrued dividend equivalents after performance certification; PSUs were certified and settled on Feb 12, 2026.
  • F2: Each PSU represents a contingent right to receive one share of common stock.
  • F4: (Related note) Options vest in four equal annual installments beginning one year from grant (reported in filing).
• Filing timeliness: No late-filing indication in this report.

Context

• PSUs and tax withholding: The 2,098-share acquisition reflects PSU settlement (a compensation event), and the 631-share disposition was a standard tax-withholding mechanism—not an open-market sale expressing investment sentiment.
• The Feb 13 entry is a grant of new PSUs (contingent awards) and does not immediately increase common-stock holdings until those units vest/settle in the future.
• Transaction codes: M = exercise/conversion of derivative (PSUs converted to shares); F = shares withheld/disposed to cover tax liability; A = grant/award.