Illinois Tool Works (ITW) Director Santi Ernest Scott Exercises Options, Sells Shares

What Happened

• Director Santi Ernest Scott exercised 41,431 shares of derivative awards on August 19, 2026 at an exercise price of $187.86/share (total cost $7,783,228). He subsequently sold the same 41,431 shares in four open-market transactions the same day for aggregate proceeds of $11,894,421 (weighted average sale ≈ $287.09/share), realizing roughly $4.11M before fees and taxes.
• This sequence (exercise then immediate sale of all shares) functions like a cashless exercise and is commonly used to cover exercise cost and tax obligations rather than a straightforward buy signal.

Key Details

• Transaction date: August 19, 2026; Form 4 filed August 21, 2026 (timely).
• Exercise: 41,431 shares at $187.86 — $7,783,228 total cash paid.
• Sales: 41,431 shares sold in four blocks (weighted sale price ≈ $287.09; total proceeds $11,894,421). Footnotes indicate the sales occurred at multiple prices:
  • Block 1 weighted avg $286.37 (range $285.80–$286.80)
  • Block 2 weighted avg $287.35 (range $286.81–$287.81)
  • Block 3 weighted avg $288.22 (range $287.82–$288.79)
  • Block 4 weighted avg $289.19 (range $288.92–$289.45)
• Ownership after transaction: filing does not state a single total; footnote notes 6,937 deferred shares granted under the ITW Directors' Deferred Fee Plan as of Aug 19, 2026.
• Vesting/timing note: related stock options vested in four equal annual installments beginning Feb 14, 2020 and were fully exercisable as of Feb 14, 2024 (per footnote).

Context

• This was an option exercise followed by immediate open-market sales (a cashless exercise), not an out‑and‑out purchase — common for directors to realize gains or cover taxes.
• No 10b5-1 plan, gift, or tax-withholding instruction is indicated in the filing; the footnotes offer to provide a breakdown of the multiple sale prices upon request.
• The insider is a director (not reported as a 10% owner), and the filing was made within the required two-business-day window.