[Form 4] Illinois Tool Works Inc. Insider Trading Activity

Rhea-AI Filing Summary

Boqii Holding Limited (NYSE American: BQ) has filed a Rule 424(b)(4) resale prospectus covering 1,875,006 Class A ordinary shares held by existing investors. The company will receive no proceeds; all sales are for the Selling Shareholders’ account and will occur through open-market, negotiated or brokered transactions at prevailing prices. The filing’s primary purpose is to enhance U.S. trading liquidity following the July 2025 ADS termination and direct share listing.

Boqii is a Cayman holding company whose China pet-ecosystem operations are conducted through PRC subsidiaries and VIE contracts. The prospectus reiterates substantial legal, regulatory and cash-transfer risks tied to this structure, potential PRC intervention, and PCAOB inspection uncertainty under the HFCAA. Boqii remains an emerging growth company and is exempt from Section 404(b) auditor attestation.

FY 2025 results (year-end Mar-31): revenue RMB 468.9 m (US$64.6 m) vs RMB 709.4 m prior year; net loss RMB 58.6 m (US$8.1 m). Cash & equivalents total RMB 38.7 m. No dividends have been paid; future earnings are earmarked for expansion.

The 424B4 contains condensed consolidating schedules, outlines the VIE contractual framework, describes share-capital changes (reverse split 1:160) and warns that any future PRC or U.S. regulatory action could render the shares “significantly decline or become worthless.”

Positive

• Improved float/liquidity: Resale increases tradable share count without new dilution from the company.
• PCAOB-inspected auditor: Current auditor headquartered in Singapore, reducing immediate HFCAA exposure.

Negative

• No proceeds to Boqii: Offering does not strengthen balance sheet despite ongoing losses.
• 34% YoY revenue decline and continued net loss (RMB 58.6 m) signal weak operating trend.
• VIE & PRC regulatory risk could invalidate structure, impair cash transfers and trigger delisting.
• Low cash (RMB 38 m) vs RMB 48 m debt limits flexibility if capital markets close.

Insights

Equity Research Analyst

TL;DR: Pure secondary offering adds float but no cash; regulatory & VIE risks dominate thesis.

The document is neutral-to-slightly negative for valuation. While the additional 1.9 m shares (~5% of post-split free float) may improve liquidity, Boqii gains no capital to fund operations, and dilution pressure could weigh on price. Financials remain weak: FY 2025 revenue dropped 34% YoY and losses persist, leaving only RMB 38 m in cash versus RMB 48 m total debt. Management intends to reinvest, so near-term shareholder returns are unlikely. Key catalysts remain execution in China’s pet market and clarity on HFCAA/PCAOB inspections.

China Regulatory Specialist

TL;DR: Filing underscores PRC oversight, VIE fragility and HFCAA delisting threat.

The prospectus dedicates extensive disclosure to legal and operational hazards: (1) VIE contracts untested in court; (2) potential CSRC/CAC approval regimes; (3) cash-transfer restrictions; (4) HFCAA two-year clock. Although counsel notes no current approval requirement, policy direction can shift rapidly. Investors must price in a binary regulatory tail-risk where equity could become non-tradable. Until meaningful on-shore restructuring or U.S./PRC audit reciprocity is secured, the stock carries elevated geopolitical discount.

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^*

Ford Darrell L

(Last) (First) (Middle)

155 HARLEM AVE.

(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)
08/01/2025

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	08/01/2025		A(1)		138.72	A	$252.31	6,750(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. Shares of common stock acquired pursuant to the Illinois Tool Works Inc. 2024 Long-Term Incentive Plan representing quarterly director fees.

2. Includes 6,750 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of August 1, 2025.

Remarks:

	/s/ Christopher P. Rauch, Attorney-in-Fact for Darrell L. Ford	08/05/2025
	** 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.

FAQ

How many Boqii (BQ) shares are being offered in this resale?

The prospectus registers 1,875,006 Class A ordinary shares for sale by existing shareholders.

Does Boqii receive any cash from this 424(b)(4) offering?

No. All proceeds go to the Selling Shareholders; Boqii will not receive funds.

What were Boqii’s FY 2025 financial results?

Revenue fell to RMB 468.9 m (US$64.6 m) and net loss was RMB 58.6 m (US$8.1 m) for the year ended March 31 2025.

Why is the VIE structure important for Boqii investors?

Because foreign ownership of certain PRC businesses is restricted, Boqii uses contractual VIE agreements; regulators could invalidate these, making the shares risky.

Could Boqii be delisted under the HFCAA?

Yes. If the PCAOB cannot fully inspect its auditor for two consecutive years, U.S. exchanges must prohibit trading of BQ shares.

Will Boqii pay dividends soon?

Unlikely. Management intends to retain earnings for expansion; no dividends have ever been declared.