Illinois Tool Works director granted 130 ITW shares

SMITH DAVID BYRON JR reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

SMITH DAVID BYRON JR reported acquisition or exercise transactions in this Form 4 filing.

Illinois Tool Works Inc. director David Byron Smith Jr. reported receiving 130 shares of common stock on 2026-08-07 as a grant/award, taken in lieu of a cash retainer under the company’s 2024 Long-Term Incentive Plan at a reference price of $296.66 per share. Following this award, he directly holds 30,372 shares of common stock. He also reports various indirect holdings through trusts, including 15,517 shares held in trusts where he is co-trustee with his spouse and 81,301 shares held in his spouse’s individual trust account, as well as additional trust accounts where he shares or holds voting and investment power.

Insider Trade Summary

Grant/Award: 130 shares

Grant/Award 5 txns

Insider SMITH DAVID BYRON JR

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	130	$296.66	$39K
holding	Common Stock F2	--	--	--
holding	Common Stock F3	--	--	--
holding	Common Stock F4	--	--	--
holding	Common Stock F5	--	--	--

Holdings After Transaction: Common Stock — 30,372 shares (Direct); Common Stock — 268,599 shares (Indirect, By Trust); Common Stock — 15,517 shares (Indirect, By Trusts); Common Stock — 81,301 shares (Indirect, By Spouse's Trust)

Footnotes (5)

1. F1. Represents shares of common stock received in lieu of a cash retainer pursuant to an election made under the Issuer's 2024 Long-Term Incentive Plan.
2. F2. Shares held in a trust in which the reporting person shares voting and investment power.
3. F3. Shares held in various trusts of which the reporting person has a pecuniary interest and is a co-trustee with his spouse.
4. F4. Shares held in reporting person's individual trust account.
5. F5. Shares held in spouse's individual trust account.

Key Figures

Stock award shares: 130 shares Award reference price: $296.66 per share Direct holdings after award: 30,372 shares +2 more

5 metrics

Stock award shares 130 shares Common stock received in lieu of cash retainer on 2026-08-07

Award reference price $296.66 per share Value per share for 130-share award taken instead of cash retainer

Direct holdings after award 30,372 shares Total common shares directly held by David Byron Smith Jr. following the transaction

Trust holdings (various trusts) 15,517 shares Shares held in various trusts where the reporting person has a pecuniary interest as co-trustee with spouse

Spouse’s trust holdings 81,301 shares Shares held in spouse's individual trust account reported as indirect ownership

Key Terms

2024 Long-Term Incentive Plan, pecuniary interest, indirect ownership, cash retainer

4 terms

2024 Long-Term Incentive Plan financial

"received in lieu of a cash retainer pursuant to an election made under the Issuer's 2024 Long-Term Incentive Plan"

pecuniary interest financial

"Shares held in various trusts of which the reporting person has a pecuniary interest and is a co-trustee"

indirect ownership financial

"Indirect holdings include shares held in a trust or spouse's trust, reported as indirect ownership"

cash retainer financial

"Represents shares of common stock received in lieu of a cash retainer pursuant to an election"

FAQ

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

What transaction did ITW director David Byron Smith Jr. report on this Form 4?

David Byron Smith Jr. reported receiving 130 shares of Illinois Tool Works common stock on 2026-08-07 as a grant or award. The shares were taken instead of a cash retainer under the company’s 2024 Long-Term Incentive Plan.

At what price was the ITW stock award to David Byron Smith Jr. valued?

The 130-share stock award to David Byron Smith Jr. was valued at $296.66 per share. This figure reflects the reference price reported for the shares received in lieu of a cash retainer under the 2024 Long-Term Incentive Plan.

How many ITW shares does David Byron Smith Jr. hold directly after this transaction?

After the reported award, David Byron Smith Jr. directly holds 30,372 shares of Illinois Tool Works common stock. This direct holding figure is stated as the total shares following the transaction on the Form 4.

What indirect ITW share holdings are reported for David Byron Smith Jr. on this Form 4?

Indirect holdings include shares in multiple trusts. These include 15,517 shares held in various trusts where he has a pecuniary interest as co-trustee with his spouse and 81,301 shares held in his spouse’s individual trust account, plus other trust accounts noted.

Was the ITW stock transaction by David Byron Smith Jr. made under a Rule 10b5-1 plan?

The filing indicates the Rule 10b5-1 checkbox is not affirmed for this report. The transaction is described as a grant or award in lieu of a cash retainer under the 2024 Long-Term Incentive Plan, not as a trade under a 10b5-1 plan.

What is the source of the 130 ITW shares received by David Byron Smith Jr.?

The 130 shares were received in lieu of a cash retainer pursuant to an election under Illinois Tool Works’ 2024 Long-Term Incentive Plan. This reflects a compensation choice to take stock rather than cash.

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

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Available on EDGAR 08/11/2026 - 04:23 PM Accepted by SEC EDGAR 08/11/2026 - 04:22 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 ILLINOIS 60025

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2026

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

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

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

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	08/07/2026		A		130(1)	A	$296.66	30,372	D
Common Stock								255,900	I	By Trust(2)
Common Stock								15,517	I	By Trusts(3)
Common Stock								12,699	I	By Trust(4)
Common Stock								81,301	I	By Spouse's Trust(5)

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. Represents shares of common stock received in lieu of a cash retainer pursuant to an election made under the Issuer's 2024 Long-Term Incentive Plan.

2. Shares held in a trust in which the reporting person shares voting and investment power.

3. Shares held in various trusts of which the reporting person has a pecuniary interest and is a co-trustee with his spouse.

4. Shares held in reporting person's individual trust account.

5. Shares held in spouse's individual trust account.

Remarks:

	/s/ Anna Oliveira, Attorney-in-Fact for David B. Smith, Jr.	08/11/2026
	** 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.
* Form 4: SEC 1474 (03-26)