Illinois Tool Works’ Ernest Santi plans $11.9M sale

ILLINOIS TOOL WORKS INC (ITW) received a Rule 144 notice indicating that Ernest S. Santi plans a potential sale of up to 41,431 shares of ITW common stock through Fidelity Brokerage Services LLC.

Rhea-AI Filing Summary

ILLINOIS TOOL WORKS INC (ITW) received a Rule 144 notice indicating that Ernest S. Santi plans a potential sale of up to 41,431 shares of ITW common stock through Fidelity Brokerage Services LLC. The shares are linked to a stock option exercise, with an intended sale date on or after August 19, 2026 for cash on the NYSE.

Key Figures

Shares proposed to be sold: 41,431 shares Aggregate market value: $11,872,053.05 Shares outstanding: 284,800,000 shares +1 more

4 metrics

Shares proposed to be sold 41,431 shares Amount of ITW common stock covered by the Rule 144 notice

Aggregate market value $11,872,053.05 Approximate market value of 41,431 ITW shares proposed for sale

Shares outstanding 284,800,000 shares Number of ITW common shares outstanding used for Rule 144 context

Proposed sale date 08/19/2026 Approximate date when Rule 144 sales of ITW shares may begin

Key Terms

Rule 144, stock option exercise, aggregate market value, attorney-in-fact

4 terms

Rule 144 regulatory

"See the definition of "person" in paragraph (a) of Rule 144."

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

stock option exercise financial

"Common | 08/19/2026 | Stock Option Exercise | Issuer"

A stock option exercise is the act of using a previously granted right to buy shares of a company's stock at a specific, predetermined price by paying that price and receiving the shares. It matters to investors because exercising changes who owns the shares (which can dilute existing ownership), can trigger taxable events and shift potential gains or losses, and affects voting power and the company’s outstanding share count—like turning a voucher into an actual product that becomes part of circulating supply.

aggregate market value financial

"Common | Fidelity Brokerage Services LLC ... | 41431 | 11872053.05"

Aggregate market value is the combined price you would pay to buy all outstanding shares of a company or all companies in a group at current market prices — essentially the sum of each stock’s market capitalization. It matters to investors because it shows the overall size and weight of an investment or sector (like the total cost to buy every piece of a puzzle), helps compare scale across companies or markets, and influences index composition and risk exposure.

attorney-in-fact regulatory

"as a duly authorized representative of Fidelity Brokerage Services LLC, as attorney-in-fact"

An attorney-in-fact is the person or entity given legal authority through a power of attorney to act on behalf of another for specific tasks, such as signing documents, voting shares, or handling transactions. For investors, this matters because it lets a trusted representative make timely decisions or complete paperwork when the owner cannot, much like handing keys to someone to run errands on your behalf—so checks on scope and limits of that authority are important.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does this Form 144 filing mean for ILLINOIS TOOL WORKS INC (ITW)?

The filing reports that Ernest S. Santi may sell up to 41,431 ITW shares under Rule 144. It is a notice of a proposed sale through Fidelity, not confirmation that the sale has occurred.

How many ITW shares are covered by Ernest S. Santi’s Form 144 notice?

The notice covers a proposed sale of up to 41,431 shares of Illinois Tool Works Inc common stock. This number appears as the amount of securities to be sold in the Rule 144 filing.

What is the approximate market value of the ITW shares in this Form 144 filing?

The filing shows an aggregate market value of about $11,872,053.05 for the 41,431 shares proposed to be sold. This figure reflects the value at the time the Rule 144 information was prepared.

When are the ITW shares expected to be sold under this Form 144?

The proposed sale date for the ITW shares is listed as August 19, 2026. Under Rule 144, this date represents when the seller expects to begin sales, subject to market conditions and other factors.

How were the ITW shares in this Form 144 acquired?

The shares are tied to a stock option exercise from the issuer, Illinois Tool Works Inc. The consideration listed is cash, indicating the options were to be exercised for cash before or in connection with the proposed sale.

Through which broker and exchange may the ITW shares be sold?

The filing lists Fidelity Brokerage Services LLC as the broker and the NYSE as the securities exchange. This indicates the proposed Rule 144 sales of ITW common stock would be executed on the NYSE via Fidelity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/19/2026 - 01:21 PM Accepted by SEC EDGAR 08/19/2026 - 01:20 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001307581
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	ILLINOIS TOOL WORKS INC
SEC File Number	001-04797
Address of Issuer	155 HARLEM AVENUE GLENVIEW ILLINOIS 60025
Phone	8477247500
Name of Person for Whose Account the Securities are To Be Sold	SANTI ERNEST SCOTT
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Director

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	41431	11872053.05	284800000	08/19/2026	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	08/19/2026	Stock Option Exercise	Issuer			41431	08/19/2026	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks
Date of Notice	08/19/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ Jessica Spraker, as a duly authorized representative of Fidelity Brokerage Services LLC, as attorney-in-fact for Ernest S Santi.
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)