Illinois Tool Works director receives 846-share stock award

Illinois Tool Works director Jennifer F. Scanlon reported an equity grant of 846 shares of Common Stock.

Rhea-AI Filing Summary

Illinois Tool Works director Jennifer F. Scanlon reported an equity grant of 846 shares of Common Stock. The shares were acquired on May 8, 2026 at a price noted as $254.76 per share, and are held as direct ownership after the transaction.

According to the footnotes, these shares were issued under the company’s 2024 Long Term Incentive Plan, covering her annual stock grant and shares received instead of a cash retainer. A related note states that this includes 846 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of May 8, 2026.

Insider Trade Summary

Grant/Award: 846 shares

Grant/Award 1 txn

Insider Scanlon Jennifer F.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	846	$254.76	$216K

Holdings After Transaction: Common Stock — 846 shares (Direct)

Footnotes (2)

1. F1. Represents shares of common stock acquired pursuant to the Issuer's 2024 Long Term Incentive Plan, including an annual stock grant and shares acquired in lieu of cash retainer.
2. F2. Includes 846 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of May 8, 2026.

Key Figures

Shares granted: 846 shares Reported grant price: $254.76 per share Shares owned after transaction: 846 shares +1 more

4 metrics

Shares granted 846 shares Common Stock award to director on May 8, 2026

Reported grant price $254.76 per share Valuation used for 846-share stock award

Shares owned after transaction 846 shares Total direct holdings for Jennifer F. Scanlon post-grant

Plan reference date May 8, 2026 As-of date for deferred stock under Directors' Deferred Fee Plan

Key Terms

2024 Long Term Incentive Plan, annual stock grant, ITW Directors' Deferred Fee Plan, deferred stock

4 terms

2024 Long Term Incentive Plan financial

"common stock acquired pursuant to the Issuer's 2024 Long Term Incentive Plan"

annual stock grant financial

"including an annual stock grant and shares acquired in lieu of cash retainer"

ITW Directors' Deferred Fee Plan financial

"Includes 846 shares of deferred stock under the ITW Directors' Deferred Fee Plan"

deferred stock financial

"Includes 846 shares of deferred stock under the ITW Directors' Deferred Fee Plan"

FAQ

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

What insider transaction did Illinois Tool Works (ITW) director Jennifer Scanlon report?

Director Jennifer F. Scanlon reported receiving 846 shares of Illinois Tool Works Common Stock. The shares were granted under the 2024 Long Term Incentive Plan as an annual stock grant and in lieu of cash retainer, and are reflected as directly owned after the transaction.

On what date did Jennifer Scanlon receive the ITW stock grant disclosed in this Form 4?

Jennifer F. Scanlon acquired the 846 Illinois Tool Works shares on May 8, 2026. The filing notes this date for the grant under the 2024 Long Term Incentive Plan and for the related deferred stock accounting in the Directors' Deferred Fee Plan.

How many Illinois Tool Works (ITW) shares does Jennifer Scanlon hold after this Form 4 transaction?

Following the reported transaction, Jennifer F. Scanlon holds 846 shares of Illinois Tool Works Common Stock. The Form 4 indicates this as her total direct ownership after receiving the equity grant recorded under the company’s long-term incentive and directors’ deferred fee programs.

What price per share is associated with Jennifer Scanlon’s ITW stock grant?

The Form 4 lists a transaction price of $254.76 per share for the 846 Illinois Tool Works shares. This price is typically used for reporting and valuation of the stock award under the 2024 Long Term Incentive Plan rather than reflecting an open-market purchase.

Under which plans were Jennifer Scanlon’s Illinois Tool Works shares granted and deferred?

The 846 shares were granted under Illinois Tool Works’ 2024 Long Term Incentive Plan, including an annual stock grant and shares in lieu of cash retainer. A footnote adds they are included as deferred stock under the ITW Directors' Deferred Fee Plan as of May 8, 2026.

Is Jennifer Scanlon’s ITW Form 4 transaction a market purchase or a compensation award?

The transaction is characterized as a grant or award acquisition, not an open-market purchase. The Form 4 and footnotes specify that the 846 shares were issued under the 2024 Long Term Incentive Plan as part of her annual director compensation and in lieu of a cash retainer.

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

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Accepted by SEC EDGAR 05/12/2026 - 04:17 PM EDT Learn about SEC filing dates

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^*

Scanlon Jennifer F.

(Last) (First) (Middle)

155 HARLEM AVE.

(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)
05/08/2026

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	05/08/2026		A(1)		846	A	$254.76	846(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 acquired pursuant to the Issuer's 2024 Long Term Incentive Plan, including an annual stock grant and shares acquired in lieu of cash retainer.

2. Includes 846 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of May 8, 2026.

Remarks:

	/s/ Anna Oliveira, Attorney-in-Fact for Jennifer F. Scanlon	05/12/2026
	** 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)