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

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.

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

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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.
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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.