Insider plans sale of 167,345 ITW shares

Illinois Tool Works disclosed a planned sale of restricted stock under Rule 144.

Accepted by SEC EDGAR 02/04/2026 - 02:12 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Illinois Tool Works disclosed a planned sale of restricted stock under Rule 144. A holder intends to sell 167,345 shares of common stock through Fidelity Brokerage Services, with an aggregate market value of $47,141,086.50, on or about 02/04/2026 on the NYSE. The shares were acquired by exercising an option granted on 02/15/2019 and paid for in cash. Common shares outstanding were 290,100,000 at the time referenced, which provides a baseline for the size of this planned transaction.

FAQ

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What does the ITW Form 144 filing disclose about upcoming share sales?

The Form 144 for ITW discloses a planned sale of 167,345 common shares. The shares have an aggregate market value of $47,141,086.50 and are expected to be sold on or about 02/04/2026 on the NYSE through Fidelity Brokerage Services.

How large is the planned ITW share sale under Rule 144?

The planned ITW sale covers 167,345 common shares with an aggregate market value of $47,141,086.50. The filing also notes there were 290,100,000 common shares outstanding, giving investors context for the relative size of this proposed transaction.

How were the ITW shares in the Form 144 acquired?

The ITW shares in the Form 144 were acquired by exercising a stock option. The filing states the securities were obtained via an “Option Granted - 02/15/2019” and fully paid for in cash on 02/04/2026, before the planned sale.

Which broker will handle the planned ITW Rule 144 share sale?

The planned ITW Rule 144 sale will be handled by Fidelity Brokerage Services LLC. The broker’s listed address is 900 Salem Street, Smithfield, RI 02917, and the shares are expected to be sold on the NYSE on or about 02/04/2026.

What does the ITW Form 144 say about recent sales by this holder?

The excerpted ITW Form 144 provides a table for securities sold during the past three months, but no specific prior transactions are listed there. The focus of the provided data is the proposed sale of 167,345 common shares on or about 02/04/2026.

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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	167345	47141086.50	290100000	02/04/2026	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	02/04/2026	Option Granted - 02/15/2019	Issuer			167345	02/04/2026	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	02/04/2026
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/ Daniel Tucci, as a duly authorized representative of Fidelity Brokerage Services LLC, as attorney-in-fact for Ernest Santi
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)