Illinois Tool Works (NYSE: ITW) secures new $3B revolving credit line

Rhea-AI Filing Summary

Illinois Tool Works Inc. entered into a new $3.0 billion, five-year revolving credit agreement with JPMorgan Chase Bank as Agent and Citibank as Syndication Agent, replacing its prior revolver that was scheduled to terminate on October 21, 2027. As of February 20, 2026, no amounts were outstanding under either the new or old facility.

Borrowings in U.S. dollars may bear interest at a floating base rate, Term SOFR for one, three or six months plus a margin, or a competitive bid rate. For other currencies, borrowing can be tied to a risk-free floating rate plus margin, a benchmark rate, or a competitive bid rate. The applicable margin ranges from 0.625% to 1.00%, with an unused commitment fee between 0.045% and 0.09%, both depending on the company’s credit rating.

The agreement allows the company to request an increase in total commitments up to $5.0 billion, at the lenders’ discretion, and includes customary covenants, representations, events of default, and a minimum interest coverage covenant. The prior credit agreement dated October 21, 2022, as amended, was terminated in connection with this new facility.

Insights

Corporate credit & liquidity analyst

ITW renews and upsizes liquidity via a new $3B revolver.

Illinois Tool Works has secured a $3.0 billion, five-year revolving credit facility, replacing its prior revolver that would have expired in 2027. As of signing, nothing was drawn, indicating the facility is primarily a backstop for liquidity rather than immediate funding.

Pricing is tied to the company’s credit rating, with a margin between 0.625% and 1.00% over benchmark rates and an unused fee of 0.045%–0.09%. A key feature is the option to request an increase in total commitments up to $5.0 billion, subject to lender consent.

The agreement includes a minimum interest coverage covenant and standard events of default, which are typical for large investment-grade borrowers. Future disclosures in periodic reports will show whether the facility remains undrawn or becomes a source of funding for acquisitions, refinancing, or general corporate purposes.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 20, 2026

ILLINOIS TOOL WORKS INC.

(Exact name of registrant as specified in its charter)

Delaware		1-4797		36-1258310
(State or other jurisdiction of incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

155 Harlem Avenue Glenview IL		60025
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 847-724-7500

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		ITW		New York Stock Exchange
0.625% Euro Notes due 2027		ITW27		New York Stock Exchange
3.250% Euro Notes due 2028		ITW28		New York Stock Exchange
2.125% Euro Notes due 2030		ITW30		New York Stock Exchange
1.00% Euro Notes due 2031		ITW31		New York Stock Exchange
3.375% Euro Notes due 2032		ITW32		New York Stock Exchange
3.00% Euro Notes due 2034		ITW34		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

On February 20, 2026, Illinois Tool Works Inc. (the “Company”) entered into a $3.0 billion, five-year credit agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as Agent, Citibank, N.A. as Syndication Agent, both of which served as Joint Lead Arrangers and Joint Bookrunners, and a syndicate of lenders, that replaces the Company’s existing revolver that was scheduled to terminate on October 21, 2027. As of February 20, 2026, no amounts were outstanding under either facility.

Any borrowings denominated in U.S. Dollars will carry, at the Company’s option, either a floating rate of interest in effect from time to time, a benchmark rate which is Term SOFR fixed for one, three or six months plus the applicable margin, or a competitive bid rate of interest. Borrowings denominated in a currency other than U.S. Dollars will carry a risk-free floating rate (if available for the applicable currency) plus the applicable margin, a benchmark rate (if available for the applicable currency) or a competitive bid rate of interest. The floating rate of interest is the highest of (i) the Prime Rate, as described in the Credit Agreement, (ii) the federal funds rate plus 0.50% (if the federal funds rate is less than zero, such rate shall be deemed to be zero), and (iii) Term SOFR for one month plus 1.00% (if one-month Term SOFR is less than zero, such rate shall be deemed to be zero). The applicable margin varies between 0.625% and 1.00%, depending on the Company’s credit rating. Under the Credit Agreement, the Company will pay the same recurring fee on the unused amount of the commitments, ranging from 0.045% to 0.09%, depending on the Company’s credit rating.

The Credit Agreement includes a provision under which the Company may request an increase of the total facility up to $5.0 billion, with the grant of such request at the lenders’ discretion. The Credit Agreement also contains customary representations, warranties, and covenants, and events of default. Further, the Credit Agreement contains a financial covenant requiring the Company to maintain a minimum interest coverage ratio.

Some of the lenders named under the Credit Agreement and their affiliates have various relationships with the Company and its subsidiaries involving the provision of financial services, including cash management, investment banking, foreign exchange and trust services.

The foregoing description of the Credit Agreement is not intended to be complete and is qualified in its entirety by reference to the Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement

On February 20, 2026, in connection with the Company’s entry into the Credit Agreement, the existing credit agreement dated October 21, 2022, as amended, by and among the Company, the lenders named therein, and JPMorgan Chase Bank, N.A., as Agent, was terminated.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant

The information set forth in Item 1.01 in this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Exhibit Description
10.1		Credit Agreement dated as of February 20, 2026 among Illinois Tool Works Inc., JPMorgan Chase Bank, N.A., as Agent, Citibank, N.A., as Syndication Agent, and a syndicate of Lenders
104		Cover Page Interactive Data file (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

				ILLINOIS TOOL WORKS INC.
Dated: February 20, 2026				By:		/s/ Randall J. Scheuneman
				Randall J. Scheuneman
				Vice President & Chief Accounting Officer

FAQ

What new credit facility did Illinois Tool Works (ITW) enter into?

Illinois Tool Works entered into a new $3.0 billion, five-year revolving credit agreement. The facility is led by JPMorgan Chase Bank as Agent and Citibank as Syndication Agent, replacing the company’s prior revolver that was scheduled to terminate on October 21, 2027.

How much can Illinois Tool Works potentially borrow under the new credit agreement?

The base commitment under the credit agreement is $3.0 billion, and Illinois Tool Works may request an increase in total commitments up to $5.0 billion. Any such increase is at the discretion of the lenders named in the agreement.

What are the interest rate terms on Illinois Tool Works’ new revolver?

Borrowings in U.S. dollars can use a floating base rate, Term SOFR for one, three or six months plus a margin, or a competitive bid rate. The applicable margin ranges from 0.625% to 1.00%, depending on Illinois Tool Works’ credit rating at the time.

Does Illinois Tool Works pay a fee on unused commitments under the new facility?

Yes. Under the new credit agreement, Illinois Tool Works pays a recurring fee on the unused portion of the commitments. This fee ranges from 0.045% to 0.09% and varies with the company’s credit rating, compensating lenders for maintaining available capacity.

What happened to Illinois Tool Works’ previous credit agreement?

The prior credit agreement dated October 21, 2022, as amended, was terminated on February 20, 2026. This termination occurred in connection with Illinois Tool Works entering into the new $3.0 billion, five-year revolving credit agreement with its lender syndicate.

Were any amounts outstanding when Illinois Tool Works signed the new credit facility?

No. As of February 20, 2026, Illinois Tool Works reported that no amounts were outstanding under either the new $3.0 billion revolving credit facility or the existing revolver it replaced. The facility currently serves as undrawn liquidity support.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 669.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 5.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 14.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 25.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.9 KB