Carbonell Javier Gracia 4

What Happened Javier Carbonell, Executive Vice President of Illinois Tool Works (ITW), had performance share units (PSUs) certified and settled on Feb 12, 2026, resulting in 1,883 shares credited to him. To cover tax withholding, 923 of those shares were delivered/withheld at $298.51 per share for a tax payment of $275,525. The filing also shows a grant of 10,120 share‑based awards (derivative) on Feb 13, 2026.

Key Details

• Transaction dates: PSU certification/settlement on 2026-02-12; award grant on 2026-02-13. Filing date: 2026-02-17.
• Shares involved: 1,883 shares settled from PSUs; 923 shares withheld to satisfy taxes; 10,120 shares awarded as a derivative grant.
• Prices/values: tax withholding used $298.51/share for 923 shares → $275,525 withheld. PSU settlements and award grants reported at $0.00 acquisition price (standard for awards/settlements).
• Footnotes: F1–F3 indicate common stock was issued upon PSU settlement and each PSU equals a contingent right to one share; the PSUs were certified and settled on Feb 12, 2026. F4 notes options vest in four equal annual installments beginning one year from grant (applies to the derivative award).
• Post‑transaction holdings: total shares owned after these transactions are not disclosed in this Form 4.
• Timeliness: the filing was submitted on Feb 17 for Feb 12/13 transactions; this appears after the typical two‑business‑day Section 16 filing deadline.

Context

• The 923‑share disposition was a tax withholding to satisfy withholding obligations on PSU settlement (common and not an open‑market sale). The PSU settlement converted contingent awards into shares; the separate 10,120 award is a share‑based derivative that is subject to vesting per the filing footnote. These entries reflect compensation settlement and a grant rather than an outright market purchase or planned sale.