SANTI ERNEST SCOTT 4

What Happened

• Santi Ernest Scott, a director of Illinois Tool Works Inc. (ITW), exercised 167,345 stock options on February 4, 2026 at an exercise price of $144.21, paying $24,132,822 to acquire the shares. He then sold all 167,345 shares in a series of open-market transactions the same day, generating approximately $48,686,118 in gross proceeds. The exercise converted the derivative option position into shares (the filing shows the derivative disposed/converted).

Key Details

• Transaction date: February 4, 2026; Form 4 filed Feb 6, 2026 (timely filing).
• Exercise: 167,345 shares acquired at $144.21 each for $24,132,822 (code M).
• Sales: 167,345 shares sold in multiple blocks at weighted-average prices ranging roughly $288.19–$293.65, total proceeds ≈ $48,686,118 (codes S). Footnotes F1–F6 note each sale was executed at multiple prices; reported figures are weighted averages.
• Shares owned after transaction: filing notes inclusion of 4,747 shares of deferred stock under the ITW Directors’ Deferred Fee Plan (footnote F7); the filing does not state a full post-transaction total beyond that footnote.
• Options background: the options vested in four annual installments and became fully exercisable on Feb 15, 2023 (footnote F8).

Context

• This was an option exercise followed by immediate open‑market sales (a cashless-style outcome): the derivative was converted to shares and those shares were sold the same day. Such transactions are often for liquidity or tax purposes and do not, by themselves, indicate the insider’s view of company prospects. Transaction codes: M = option exercise/conversion; S = sale.