Illinois Tool Works (NYSE: ITW) director granted 765 shares in annual equity award

Rhea-AI Filing Summary

Illinois Tool Works director James W. Griffith received an annual stock grant under the company’s 2024 Long Term Incentive Plan. On the grant date, he acquired 765 shares of common stock at a reference price of $254.76 per share as a compensation-related award rather than an open-market purchase.

After this grant, Griffith directly owned 24,127 shares of Illinois Tool Works common stock. This total includes 16,516 shares of deferred stock credited under the ITW Directors' Deferred Fee Plan as of May 8, 2026, reflecting both current and deferred equity compensation.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider GRIFFITH JAMES W

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	765	$254.76	$195K

Holdings After Transaction: Common Stock — 24,127 shares (Direct, null)

Footnotes (1)

1. Represents shares of common stock acquired pursuant to the Issuer's 2024 Long Term Incentive Plan in connection with the annual stock grant. Includes 16,516 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of May 8, 2026.

Key Figures

Stock grant size: 765 shares Grant reference price: $254.76 per share Total shares after transaction: 24,127 shares +1 more

4 metrics

Stock grant size 765 shares Annual stock grant under 2024 Long Term Incentive Plan

Grant reference price $254.76 per share Reported price for awarded common stock

Total shares after transaction 24,127 shares Holdings following May 8, 2026 grant

Deferred stock balance 16,516 shares Deferred stock under ITW Directors' Deferred Fee Plan as of May 8, 2026

Key Terms

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

3 terms

2024 Long Term Incentive Plan financial

"acquired pursuant to the Issuer's 2024 Long Term Incentive Plan in connection with the annual stock grant"

annual stock grant financial

"acquired pursuant to the Issuer's 2024 Long Term Incentive Plan in connection with the annual stock grant"

ITW Directors' Deferred Fee Plan financial

"Includes 16,516 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of May 8, 2026"

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^*

GRIFFITH JAMES W

(Last) (First) (Middle)

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)
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)		765	A	$254.76	24,127(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 in connection with the annual stock grant.

2. Includes 16,516 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of May 8, 2026.

Remarks:

Exhibit 24. Power of Attorney

	/s/ Anna Oliveira, Attorney-in-Fact for James W. Griffith	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)

FAQ

What insider transaction did ITW director James W. Griffith report on this Form 4?

James W. Griffith reported receiving 765 shares of Illinois Tool Works common stock as an annual stock grant. The shares were awarded under the 2024 Long Term Incentive Plan, reflecting equity-based director compensation rather than an open-market share purchase.

Was the ITW Form 4 transaction a market purchase or a stock grant?

The ITW Form 4 shows a stock grant, not a market purchase. Code "A" indicates a grant or award, and the footnote confirms the shares were acquired under the 2024 Long Term Incentive Plan in connection with the annual stock grant for the director.

How many ITW shares did James W. Griffith hold after the reported transaction?

After the grant, James W. Griffith held 24,127 shares of Illinois Tool Works common stock. This figure includes both directly held shares and deferred stock credited under the ITW Directors' Deferred Fee Plan as of May 8, 2026.

What price per share is associated with the ITW stock grant to James W. Griffith?

The Form 4 lists a price of $254.76 per share for the 765-share stock award. This price is a reference value used for reporting the grant under the 2024 Long Term Incentive Plan, not an indication of an open-market trade price.

What is the ITW Directors' Deferred Fee Plan mentioned in the Form 4 footnotes?

The ITW Directors' Deferred Fee Plan is referenced as holding 16,516 shares of deferred stock for James W. Griffith. These deferred shares are part of his total 24,127-share position as of May 8, 2026, representing fees or awards deferred into stock units.