Did Illinois Tool Works (ITW) report any disagreement related to its financial reporting in this transition?

Illinois Tool Works stated that Randall J. Scheuneman’s planned retirement is not due to any disagreement with the company. This includes matters related to financial statements, internal control over financial reporting, or the company’s operations, policies, or practices, indicating a routine leadership succession.

Are there any related-party transactions involving Matteo Pigozzo at Illinois Tool Works (ITW)?

The filing states there are no transactions between Matteo C. Pigozzo and Illinois Tool Works that require disclosure under Item 404(a) of Regulation S-K. This indicates the company does not identify any reportable related-party dealings tied to his appointment as principal accounting officer.

Illinois Tool Works names new chief accounting officer

Illinois Tool Works Inc. announced a planned leadership transition in its accounting function.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Illinois Tool Works Inc. announced a planned leadership transition in its accounting function. Vice President & Chief Accounting Officer and Principal Accounting Officer Randall J. Scheuneman will step down from his role effective June 30, 2026 and retire from the company effective March 1, 2027, remaining as an advisor until then. The company states his retirement is not due to any disagreement regarding financial statements, internal control over financial reporting, operations, policies, or practices.

Matteo C. Pigozzo, age 55, will become Vice President & Chief Accounting Officer and Principal Accounting Officer effective July 1, 2026, as part of long-term succession planning. He has held progressively senior roles since joining in 2006 and most recently served as Vice President & Corporate Controller. The filing notes no material changes to his compensation, no selection through special arrangements, no family relationships with directors or executives, and no related-party transactions requiring disclosure.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Retirement effective date: March 1, 2027 Step-down from current role: June 30, 2026 New appointment effective date: July 1, 2026 +5 more

8 metrics

Retirement effective date March 1, 2027 Randall J. Scheuneman retirement from Illinois Tool Works

Step-down from current role June 30, 2026 Scheuneman ends service as VP & Chief Accounting Officer

New appointment effective date July 1, 2026 Matteo C. Pigozzo becomes VP & Chief Accounting Officer

Matteo Pigozzo age 55 years Age of incoming principal accounting officer

Service at ITW Since 2006 Pigozzo’s tenure with Illinois Tool Works

Euro Notes due 2027 coupon 0.625% Illinois Tool Works 0.625% Euro Notes due 2027 listed

Euro Notes due 2028 coupon 3.250% Illinois Tool Works 3.250% Euro Notes due 2028 listed

Euro Notes due 2034 coupon 3.00% Illinois Tool Works 3.00% Euro Notes due 2034 listed

Key Terms

Principal Accounting Officer, internal control over financial reporting, succession planning, Regulation S-K, +1 more

5 terms

Principal Accounting Officer financial

"Vice President & Chief Accounting Officer and Principal Accounting Officer of Illinois Tool Works Inc."

The Principal Accounting Officer is the person responsible for making sure a company's financial records are accurate and follow the rules. They play a key role in preparing financial reports that show how well the company is doing. This helps investors, managers, and regulators trust the company's financial information.

internal control over financial reporting financial

"not due to any disagreement with the Company on any matter relating to the Company's financial statements, internal control over financial reporting, operations"

Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.

succession planning financial

"In conjunction with this transition and consistent with our long-term succession planning, Matteo C. Pigozzo"

A company’s plan for identifying and preparing people to take over key roles when leaders leave, retire, or are unable to work. Like a sports team’s bench and playbook, it ensures someone ready can step in quickly so operations, strategy and investor confidence aren’t disrupted; investors watch it because solid succession planning reduces the risk of sudden leadership gaps that can hurt performance and stock value.

Regulation S-K regulatory

"there are no transactions between Mr. Pigozzo and the Company that would require disclosure under Item 404(a) of Regulation S-K."

A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.

emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

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

What leadership change did Illinois Tool Works (ITW) disclose in this 8-K?

Illinois Tool Works disclosed a planned transition in its top accounting role. Randall J. Scheuneman will retire, and Matteo C. Pigozzo will become Vice President & Chief Accounting Officer and Principal Accounting Officer effective July 1, 2026, as part of long-term succession planning.

When is Illinois Tool Works (ITW) Chief Accounting Officer Randall Scheuneman retiring?

Randall J. Scheuneman plans to retire from Illinois Tool Works effective March 1, 2027. He will step down from his Vice President & Chief Accounting Officer and Principal Accounting Officer role on June 30, 2026, and continue as an advisor to the company until his retirement date.

Who is Matteo C. Pigozzo and what role will he assume at Illinois Tool Works (ITW)?

Matteo C. Pigozzo will become Illinois Tool Works’ Vice President & Chief Accounting Officer and Principal Accounting Officer on July 1, 2026. Age 55, he joined in 2006 and most recently served as Vice President & Corporate Controller, with earlier experience as an auditor at Deloitte & Touche LLP.

Were there compensation changes tied to Matteo Pigozzo’s new role at Illinois Tool Works (ITW)?

The company reported no material changes to Matteo C. Pigozzo’s compensation arrangements in connection with his new role. The filing also notes he was not selected through any special arrangement with another person and has no familial relationships with directors or executive officers.

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

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Accepted by SEC EDGAR 05/22/2026 - 04:03 PM EDT

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): May 19, 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

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 19, 2026, Randall J. Scheuneman, Vice President & Chief Accounting Officer and Principal Accounting Officer of Illinois Tool Works Inc. (the “Company”) notified the Company that he will retire from the Company effective March 1, 2027 and that he will be stepping down from his current role effective June 30, 2026. Mr. Scheuneman will remain with the Company as an advisor through March 1, 2027. Mr. Scheuneman's planned retirement is not due to any disagreement with the Company on any matter relating to the Company's financial statements, internal control over financial reporting, operations, policies or practices.

In conjunction with this transition and consistent with our long-term succession planning, Matteo C. Pigozzo, age 55, will succeed Mr. Scheuneman as the Company’s Vice President & Chief Accounting Officer and Principal Accounting Officer, effective July 1, 2026. Since joining the Company in 2006 as Director of Financial Reporting, Mr. Pigozzo has held progressively senior accounting and finance roles over the past 20 years, most recently serving as Vice President & Corporate Controller. Before joining the Company, Mr. Pigozzo began his career with Deloitte & Touche LLP and was an auditor in the assurance practice for 11 years.

There were no material changes to Mr. Pigozzo’s compensation arrangements relating to this appointment and he was not selected pursuant to any arrangement or understanding between him and any other person. Mr. Pigozzo has no familial relationship with any director or executive officer of the Company, and there are no transactions between Mr. Pigozzo and the Company that would require disclosure under Item 404(a) of Regulation S-K.

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, hereunto duly authorized.



						ILLINOIS TOOL WORKS INC.


Dated: May 22, 2026						By: /s/ Michael M. Larsen
						Name: Michael M. Larsen
						Title: Senior Vice President & Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents