Illinois Tool Works (ITW) director granted stock in lieu of cash retainer

Rhea-AI Filing Summary

SANTI ERNEST SCOTT reported acquisition or exercise transactions in this Form 4 filing.

ILLINOIS TOOL WORKS INC director Ernest Scott Santi received a grant of 117.98 shares of common stock on August 7, 2026 as a non-cash retainer under the company’s 2024 Long-Term Incentive Plan. Following this award, his directly held and deferred stock holdings total 266,287.98 shares, including 6,937 deferred shares under the ITW Directors' Deferred Fee Plan as of August 7, 2026.

Insider Trade Summary

Net Buyer: 117.98 shares

Net Buy 1 txn

Insider SANTI ERNEST SCOTT

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1, F2	117.98	$296.66	$35K

Holdings After Transaction: Common Stock — 266,287.98 shares (Direct)

Footnotes (2)

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. Includes 6,937 shares of deferred stock granted under the ITW Directors' Deferred Fee Plan as of August 7, 2026.

Key Figures

Shares granted: 117.98 shares Grant reference price: $296.66 per share Total shares after transaction: 266,287.98 shares +1 more

4 metrics

Shares granted 117.98 shares Common stock received in lieu of cash retainer on August 7, 2026

Grant reference price $296.66 per share Reported value for the 117.98-share stock award

Total shares after transaction 266,287.98 shares Holdings following the August 7, 2026 grant

Deferred stock included 6,937 shares Deferred stock under the ITW Directors' Deferred Fee Plan as of August 7, 2026

Key Terms

2024 Long-Term Incentive Plan, Directors' Deferred Fee Plan, deferred stock

3 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"

Directors' Deferred Fee Plan financial

"Includes 6,937 shares of deferred stock granted under the ITW Directors' Deferred Fee Plan"

deferred stock financial

"Includes 6,937 shares of deferred stock granted under the ITW Directors' Deferred Fee Plan"

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Form 4 Insider Transactions: What Each Field Means →

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

FAQ

What did ITW director Ernest Scott Santi report on this Form 4?

Director Ernest Scott Santi reported receiving 117.98 shares of Illinois Tool Works common stock on August 7, 2026 as part of his director compensation, rather than receiving an equivalent cash retainer.

How many ITW shares did Ernest Scott Santi acquire in this grant?

He acquired 117.98 shares of Illinois Tool Works common stock. The shares were received in lieu of a cash retainer under the company’s 2024 Long-Term Incentive Plan, reflecting equity-based director compensation instead of cash.

What is Ernest Scott Santi’s total ITW shareholding after this transaction?

After the grant, his holdings total 266,287.98 shares of Illinois Tool Works common stock. This figure includes 6,937 shares of deferred stock credited under the ITW Directors' Deferred Fee Plan as of August 7, 2026.

At what reference price was the ITW stock grant to Ernest Scott Santi reported?

The stock grant was reported at a reference value of $296.66 per share. This price is used for reporting the value of the 117.98-share award received in lieu of a cash retainer for board service.

Was the ITW Form 4 transaction by Ernest Scott Santi under a Rule 10b5-1 plan?

The filing indicates the Rule 10b5-1 checkbox was not marked. The transaction is described as a grant of shares received in lieu of a cash retainer, with no reference to a pre-arranged trading plan.

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^*

SANTI ERNEST SCOTT

(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		117.98(1)	A	$296.66	266,287.98(2)	D

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. Includes 6,937 shares of deferred stock granted under the ITW Directors' Deferred Fee Plan as of August 7, 2026.

Remarks:

	/s/ Anna Oliveira, Attorney-in-Fact for E. Scott Santi	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)