Illinois Tool Works director proposes $17.6M sale

The notice also reports 41,431 shares sold on August 19, 2026, for gross proceeds of $11,872,053.05.

Available on EDGAR 11/04/2026 - 01:02 PM EST Accepted by SEC EDGAR 11/04/2026 - 01:02 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Ernest Scott Santi, a director of Illinois Tool Works Inc. (ITW), reported a proposed sale of 60,000 common shares, with an approximate sale date of November 4, 2026, through Fidelity Brokerage Services LLC on the NYSE. The notice lists an aggregate market value of $17,572,114.03. It also reports 41,431 shares sold on August 19, 2026, for gross proceeds of $11,872,053.05.

Key Figures

Proposed sale: 60,000 common shares Aggregate market value: $17,572,114.03 Shares outstanding: 284,200,000 shares +2 more

5 metrics

Proposed sale 60,000 common shares Approximate sale date November 4, 2026

Aggregate market value $17,572,114.03 Proposed sale

Shares outstanding 284,200,000 shares Common shares

Prior shares sold 41,431 common shares August 19, 2026

Gross proceeds $11,872,053.05 Prior sale on August 19, 2026

Key Terms

Rule 144, Stock Option Exercise, attorney-in-fact

3 terms

Rule 144 regulatory

"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

"Stock Option Exercise"

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.

attorney-in-fact regulatory

"as attorney-in-fact for Ernest Santi"

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.

How many ITW shares does Ernest Scott Santi propose to sell?

Ernest Scott Santi, a director, reported a proposed sale of 60,000 common shares, with an approximate sale date of November 4, 2026. The listed aggregate market value is $17,572,114.03.

How many ITW shares did Ernest Scott Santi sell in August 2026?

The notice reports that Ernest Scott Santi sold 41,431 common shares on August 19, 2026, for gross proceeds of $11,872,053.05.

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

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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	60000	17572114.03	284200000	11/04/2026	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	11/04/2026	Stock Option Exercise	Issuer			60000	11/04/2026	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

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Ernest S Santi. 155 HARLEM AVENUE GLENVIEW IL 60025	Common	08/19/2026	41431	11872053.05

144: Remarks and Signature

Remarks
Date of Notice	11/04/2026
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)