Illinois Tool Works director Santi sells 60,000 shares

Q: How many ITW shares did director Ernest Scott Santi sell, and at what prices?

On November 4, 2026, ITW director Ernest Scott Santi sold 60,000 common shares in seven transactions, at reported weighted-average prices from $288.99 to $294.52 per share. No Rule 10b5-1 plan is reported.

Q: How did Ernest Scott Santi's ITW stock options vest?

The options vested in equal annual installments over a four-year period, starting on the first anniversary of the grant date, February 14, 2020.

The options vest in equal annual installments over four years, starting on the first anniversary of the grant date.

Available on EDGAR 11/06/2026 - 04:17 PM EST Accepted by SEC EDGAR 11/06/2026 - 04:16 PM EST

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Rhea-AI Filing Summary

Illinois Tool Works Inc. (ITW) director Ernest Scott Santi exercised 60,000 employee stock options on November 4, 2026, at an exercise price of $187.86 per share, acquiring 60,000 common shares. He sold 60,000 common shares in seven transactions at reported weighted-average prices from $288.99 to $294.52 per share, and gifted 3,489 shares. The post-transaction option position was reported as 64,295 shares. No Rule 10b5-1 plan is reported.

Insider Trade Summary

Exercise and Sale: 60,000 shares ($6.30M approx. pre-tax spread)

Exercise and Sale 10 txns

Insider SANTI ERNEST SCOTT

Role Director

Sold 60,000 shs ($17.57M)

Approx. gross sale proceeds $17.57M

Approx. exercise cost $11.27M

Approx. pre-tax spread $6.30M

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option ^F9	60,000	$0.00	$0.00
Exercise	Common Stock	60,000	$187.86	$11.27M
Sale	Common Stock ^F1	4,170	$288.99	$1.21M
Sale	Common Stock ^F2	1,205	$289.82	$349K
Sale	Common Stock ^F3	2,793	$291.00	$813K
Sale	Common Stock ^F4	926	$291.79	$270K
Sale	Common Stock ^F5	44,349	$293.32	$13.01M
Sale	Common Stock ^F6	6,077	$293.76	$1.79M
Sale	Common Stock ^F7	480	$294.52	$141K
Gift	Common Stock ^F8	3,489	$0.00	$0.00

Holdings After Transaction: Employee Stock Option — 64,295 contracts (Direct); Common Stock — 262,844 shares (Direct)

Footnotes (9)

F1. This transaction was executed at multiple prices ranging from $288.35 to $289.34. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Illinois Tool Works Inc. or a shareholder of Illinois Tool Works Inc. full information regarding the number of shares and prices at which the transaction was effected.
F2. This transaction was executed at multiple prices ranging from $289.37 to $290.37. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Illinois Tool Works Inc. or a shareholder of Illinois Tool Works Inc. full information regarding the number of shares and prices at which the transaction was effected.
F3. This transaction was executed at multiple prices ranging from $290.37 to $291.37. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Illinois Tool Works Inc. or a shareholder of Illinois Tool Works Inc. full information regarding the number of shares and prices at which the transaction was effected.
F4. This transaction was executed at multiple prices ranging from $291.38 to $292.37. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Illinois Tool Works Inc. or a shareholder of Illinois Tool Works Inc. full information regarding the number of shares and prices at which the transaction was effected.
F5. This transaction was executed at multiple prices ranging from $292.45 to $293.45. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Illinois Tool Works Inc. or a shareholder of Illinois Tool Works Inc. full information regarding the number of shares and prices at which the transaction was effected.
F6. This transaction was executed at multiple prices ranging from $293.45 to $294.45. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Illinois Tool Works Inc. or a shareholder of Illinois Tool Works Inc. full information regarding the number of shares and prices at which the transaction was effected.
F7. This transaction was executed at multiple prices ranging from $294.47 to $294.63. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Illinois Tool Works Inc. or a shareholder of Illinois Tool Works Inc. full information regarding the number of shares and prices at which the transaction was effected.
F8. Includes 6,982 shares of deferred stock granted under the ITW Directors' Deferred Fee Plan as of November 4, 2026.
F9. Stock options vest in equal annual installments over a four-year period starting on the first anniversary of the grant date (February 14, 2020).

Key Figures

Employee stock options exercised: 60,000 shares Exercise price: $187.86 per share Common shares acquired: 60,000 shares +4 more

7 metrics

Employee stock options exercised 60,000 shares November 4, 2026

Exercise price $187.86 per share Options exercised on November 4, 2026

Common shares acquired 60,000 shares Through the option exercise on November 4, 2026

Common shares sold 60,000 shares Seven transactions on November 4, 2026

Reported weighted-average sale prices $288.99–$294.52 per share Seven common-share sales on November 4, 2026

Common shares gifted 3,489 shares November 4, 2026

Post-transaction option position 64,295 shares After the November 4, 2026 exercise

Key Terms

Employee Stock Option, weighted average sale price, equal annual installments, Directors' Deferred Fee Plan

4 terms

Employee Stock Option financial

"Employee Stock Option"

An employee stock option is a promise that lets a worker buy company shares later at a predetermined price, often after they stay for a certain period or meet performance goals — think of it like a coupon that locks in today's price for a future purchase. It matters to investors because options align employees’ incentives with company performance, can increase the number of shares outstanding (dilution) when exercised, and represent a compensation cost that affects reported profits and shareholder value.

weighted average sale price financial

"The price reported above reflects the weighted average sale price."

equal annual installments technical

"Stock options vest in equal annual installments over a four-year period"

Directors' Deferred Fee Plan financial

"ITW Directors' Deferred Fee Plan"

FAQ

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

How many ITW shares did director Ernest Scott Santi sell, and at what prices?

On November 4, 2026, ITW director Ernest Scott Santi sold 60,000 common shares in seven transactions, at reported weighted-average prices from $288.99 to $294.52 per share. No Rule 10b5-1 plan is reported.

How did Ernest Scott Santi's ITW stock options vest?

The options vested in equal annual installments over a four-year period, starting on the first anniversary of the grant date, February 14, 2020.

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

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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)
11/04/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/04/2026		M		60,000	A	$187.86	326,333	D
Common Stock	11/04/2026		S		4,170	D	$288.99⁽¹⁾	322,163	D
Common Stock	11/04/2026		S		1,205	D	$289.82⁽²⁾	320,958	D
Common Stock	11/04/2026		S		2,793	D	$291⁽³⁾	318,165	D
Common Stock	11/04/2026		S		926	D	$291.79⁽⁴⁾	317,239	D
Common Stock	11/04/2026		S		44,349	D	$293.32⁽⁵⁾	272,890	D
Common Stock	11/04/2026		S		6,077	D	$293.76⁽⁶⁾	266,813	D
Common Stock	11/04/2026		S		480	D	$294.52⁽⁷⁾	266,333	D
Common Stock	11/04/2026		G		3,489	D	$0	262,844⁽⁸⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option	$187.86	11/04/2026		M			60,000	02/14/2021⁽⁹⁾	02/14/2030	Common Stock	60,000	$0	64,295	D

Explanation of Responses:

1. This transaction was executed at multiple prices ranging from $288.35 to $289.34. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Illinois Tool Works Inc. or a shareholder of Illinois Tool Works Inc. full information regarding the number of shares and prices at which the transaction was effected.

2. This transaction was executed at multiple prices ranging from $289.37 to $290.37. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Illinois Tool Works Inc. or a shareholder of Illinois Tool Works Inc. full information regarding the number of shares and prices at which the transaction was effected.

3. This transaction was executed at multiple prices ranging from $290.37 to $291.37. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Illinois Tool Works Inc. or a shareholder of Illinois Tool Works Inc. full information regarding the number of shares and prices at which the transaction was effected.

4. This transaction was executed at multiple prices ranging from $291.38 to $292.37. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Illinois Tool Works Inc. or a shareholder of Illinois Tool Works Inc. full information regarding the number of shares and prices at which the transaction was effected.

5. This transaction was executed at multiple prices ranging from $292.45 to $293.45. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Illinois Tool Works Inc. or a shareholder of Illinois Tool Works Inc. full information regarding the number of shares and prices at which the transaction was effected.

6. This transaction was executed at multiple prices ranging from $293.45 to $294.45. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Illinois Tool Works Inc. or a shareholder of Illinois Tool Works Inc. full information regarding the number of shares and prices at which the transaction was effected.

7. This transaction was executed at multiple prices ranging from $294.47 to $294.63. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Illinois Tool Works Inc. or a shareholder of Illinois Tool Works Inc. full information regarding the number of shares and prices at which the transaction was effected.

8. Includes 6,982 shares of deferred stock granted under the ITW Directors' Deferred Fee Plan as of November 4, 2026.

9. Stock options vest in equal annual installments over a four-year period starting on the first anniversary of the grant date (February 14, 2020).

Remarks:

	/s/ Anna Oliveira, Attorney-in-Fact for E. Scott Santi	11/06/2026
	** 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)

Source: View Original Filing on SEC EDGAR