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ITW (NYSE: ITW) director David Smith Jr. receives stock-based fees

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Illinois Tool Works Inc. director David Byron Smith Jr. reported a routine stock-based compensation grant. On February 6, 2026, he acquired 131 shares of common stock at $293.57 per share, issued under the company’s 2024 Long-Term Incentive Plan as quarterly director fees.

Following this award, he directly beneficially owns 29,325 common shares. In addition, trusts associated with him hold 255,900, 15,517, and 12,699 Illinois Tool Works common shares, reflecting indirect beneficial ownership through various trust arrangements.

Positive

  • None.

Negative

  • None.
Insider SMITH DAVID BYRON JR
Role Director
Type Security Shares Price Value
Grant/Award Common Stock 131 $293.57 $38K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 29,325 shares (Direct); Common Stock — 255,900 shares (Indirect, By Trust)
Footnotes (1)
  1. Represents shares of common stock acquired pursuant to the Illinois Tool Works Inc. 2024 Long-Term Incentive Plan representing quarterly director fees. Shares held in a trust in which the reporting person shares voting and investment power. Shares held in various trusts of which the reporting person has a pecuniary interest and is a co-trustee with his spouse. Shares held in reporting person's individual trust account.
Form 4 Insider Transactions: What Each Field Means →
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 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)
02/06/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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 02/06/2026 A 131(1) A $293.57 29,325 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)
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 acquired pursuant to the Illinois Tool Works Inc. 2024 Long-Term Incentive Plan representing quarterly director fees.
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.
Remarks:
Exhibit 24. Power of Attorney
/s/ Anna Oliveira, Attorney-in-Fact for David B. Smith, Jr. 02/10/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did ITW director David Byron Smith Jr. report?

He reported receiving 131 Illinois Tool Works common shares as compensation. The shares were granted on February 6, 2026 at $293.57 each under the 2024 Long-Term Incentive Plan, representing his quarterly director fees in stock rather than cash.

How many Illinois Tool Works (ITW) shares does David Byron Smith Jr. own directly after this Form 4?

After the reported grant, he directly beneficially owns 29,325 Illinois Tool Works common shares. This figure reflects his holdings in his own name, separate from additional shares held indirectly through various trusts referenced in the filing’s ownership table.

What is the source of the 131 ITW shares awarded to director David Byron Smith Jr.?

The 131 shares were issued under Illinois Tool Works Inc.’s 2024 Long-Term Incentive Plan. According to the footnotes, they represent quarterly director fees paid in common stock, aligning director compensation with shareholder interests through equity-based awards instead of purely cash payments.

What indirect Illinois Tool Works shareholdings are reported for David Byron Smith Jr.?

Trusts associated with him hold 255,900, 15,517, and 12,699 ITW common shares, reported as indirect ownership. Footnotes explain these are trusts where he shares voting and investment power, has a pecuniary interest, or holds shares in an individual trust account linked to him.

Does this ITW Form 4 filing indicate any stock sales by David Byron Smith Jr.?

The filing shows only an acquisition of 131 shares coded as “A,” with no sales reported. It documents a stock grant for quarterly director fees, increasing his direct beneficial ownership, alongside existing indirect holdings in multiple trust accounts associated with him.