Illinois Tool Works (NYSE: ITW) director amends Form 4 to show 81,301 indirect shares

Rhea-AI Filing Summary

ILLINOIS TOOL WORKS INC director updates reported share ownership. David Byron Smith Jr. filed an amended Form 4 to correct how 81,301 shares of common stock are shown. A prior Form 4 correctly reported a transfer of 81,301 shares to his spouse’s individual trust account, but did not show that he indirectly holds these shares through that trust. This amendment now reports the 81,301 shares as an indirect holding by his spouse’s trust, without indicating any new purchase or sale.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SMITH DAVID BYRON JR

(Last) (First) (Middle)

ILLINOIS TOOL WORKS INC.

155 HARLEM AVENUE

(Street)

GLENVIEW IL 60025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ILLINOIS TOOL WORKS INC [ ITW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/12/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								81,301	I	By Spouse's Trust(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On December 12, 2025, the reporting person filed a Form 4 which correctly reported the transfer of 81,301 shares to the reporting person's spouse's individual trust account. Due to an administrative error, the original Form 4 did not reflect the corresponding holding of those shares indirectly in the spouse's individual trust account. This amendment reports such indirect holding.

Remarks:

	/s/ Anna Oliveira, Attorney-in-Fact for David B. Smith, Jr.	03/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What does the Illinois Tool Works (ITW) Form 4/A amendment report?

The Form 4/A reports a correction to share ownership reporting, not a new trade. It updates records to show 81,301 Illinois Tool Works shares as indirectly held through the director’s spouse’s individual trust account, aligning disclosure with an earlier reported transfer.

How many Illinois Tool Works (ITW) shares are indirectly held after this amendment?

The amendment shows 81,301 Illinois Tool Works common shares indirectly held. These shares are attributed to the reporting person through the spouse’s individual trust account, clarifying beneficial ownership structure without changing the previously reported number of shares transferred.

Did the Illinois Tool Works (ITW) Form 4/A disclose a new buy or sell transaction?

No new buy or sell is disclosed in this Form 4/A. It is a holding entry that corrects earlier reporting to reflect 81,301 shares as indirectly owned through the spouse’s trust, with transaction direction fields showing no new acquisitions or dispositions.

Why was the Illinois Tool Works (ITW) Form 4/A filing necessary?

The amendment was necessary because an earlier Form 4, while correctly recording a transfer of 81,301 shares to the spouse’s trust, failed to show the corresponding indirect holding. This filing fixes that administrative error so reported beneficial ownership matches the prior transfer.

How are the Illinois Tool Works (ITW) shares held according to the Form 4/A?

The shares are held indirectly through the reporting person’s spouse’s individual trust account. The Form 4/A labels ownership as indirect, with the nature of ownership specified as “By Spouse's Trust,” clarifying that the position is through a related trust entity.

Who is the reporting person in the Illinois Tool Works (ITW) Form 4/A filing?

The reporting person is director David Byron Smith Jr. The amended Form 4 clarifies his indirect beneficial interest in 81,301 Illinois Tool Works common shares held via his spouse’s individual trust, without changing his role or introducing new transactions.