Lawler Mary Katherine 4

What Happened Mary Katherine Lawler, SVP & Chief HR Officer of Illinois Tool Works (ITW), exercised 17,279 stock options at $163.36 per share (cost ~$2,822,697) on Feb 6, 2026 and sold the same 17,279 shares in the open market for a weighted average price of $291.90 per share (proceeds ~$5,043,740). The filing also shows the derivative conversion associated with the exercise (reported as a $0 disposition), consistent with an exercise-and-sell (cashless) transaction.

Key Details

• Transaction date: February 6, 2026; Form 4 filed February 10, 2026.
• Exercise: 17,279 shares at $163.36 — total exercise cost ~$2,822,697.
• Sale: 17,279 shares sold in open market; weighted average sale price $291.90; total proceeds ~$5,043,740. (Sale prices ranged $291.66–$292.30 per footnote F2.)
• Shares owned after transaction: not specified in the filing (footnote F3 notes shares allocated to her Illinois Tool Works Savings & Investment Plan as of Feb 6, 2026).
• Footnotes: F1 notes 3,407 shares acquired via dividend reinvestment plan; F2 documents multiple execution prices and offers to provide full trade details on request; F4 notes the options vested in four installments and were fully exercisable as of Feb 18, 2022.
• No indication in the filing that this was a 10% owner transaction or a gift; transaction codes show option exercise (M) and an open-market sale (S).

Context This was effectively a cashless exercise: Lawler exercised vested options and immediately sold the resulting shares. Such exercise-and-sell transactions are common for option holders to cover the exercise cost and tax obligations and do not, by themselves, indicate the insider's view on the company's stock. The filing provides the weighted-average sale price and a range of execution prices if you need more granular trade details.