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Illinois Tool Works (ITW) director elects 130-share stock retainer award

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Form Type
4

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.

Positive

  • None.

Negative

  • None.
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.
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
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"

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FAQ

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.
SEC Form 4
FORM 4UNITED 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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/07/2026A130(1)A$296.6630,372D
Common Stock255,900IBy Trust(2)
Common Stock15,517IBy Trusts(3)
Common Stock12,699IBy Trust(4)
Common Stock81,301IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 PersonDate
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)

Source: View Original Filing on SEC EDGAR