ITW Insider Filing: E. Scott Santi Disposes 3,790 Shares as Gift

Rhea-AI Filing Summary

Illinois Tool Works director E. Scott Santi reported a non-derivative transaction on 08/21/2025 in which 3,790 shares of Common Stock were disposed of as a gift (Code G) at $0. After the transaction he beneficially owned 258,564 shares, which includes 4,545 shares of deferred stock held under the ITW Directors' Deferred Fee Plan as of the same date. The Form 4 was signed by an attorney-in-fact on 08/25/2025.

Positive

• Reporting compliance: Form 4 filed with clear details and attorney-in-fact signature, showing regulatory transparency
• Material holding remains: Reporting person still beneficially owns 258,564 shares, indicating continued significant stake
• Deferred compensation disclosed: 4,545 shares of deferred stock are explicitly included, clarifying ownership composition

Negative

• None.

Insights

Financial Analyst

TL;DR Director Santi made a small, coded gift of 3,790 ITW shares, leaving substantial remaining holdings; not a material market-moving event.

The transaction is recorded under Code G, indicating a bona fide gift executed at $0, not a sale. Disposed shares represent roughly 1.5% of the reported post-transaction holdings, leaving the director with 258,564 shares. The filing also clarifies that 4,545 shares are deferred stock under the Directors' Deferred Fee Plan, which affects the composition but not necessarily liquidity of holdings. For investors this is routine insider activity and does not signal a change to company fundamentals.

Corporate Governance Expert

TL;DR A routine disclosure of a gift by a director; disclosure and inclusion of deferred stock are governance-appropriate and transparent.

The Form 4 properly identifies the reporting person as a director and shows the individual filing status. The use of Code G and explicit note about deferred stock provides clear context for beneficial ownership calculations. From a governance perspective, this filing reflects compliance with Section 16 reporting requirements and transparent aggregation of direct and deferred holdings.

Insider Trade Summary

3,790 shares gifted

Mixed 1 txn

Insider SANTI ERNEST SCOTT

Role Director

Type	Security	Shares	Price	Value
Gift	Common Stock	3,790	$0.00	--

Holdings After Transaction: Common Stock — 258,564 shares (Direct)

Footnotes (1)

1. [object Object]

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^*

SANTI ERNEST SCOTT

(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)
08/21/2025

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	08/21/2025		G		3,790	D	$0	258,564(1)	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. Includes 4,545 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of August 21, 2025.

Remarks:

	/s/ Christopher P. Rauch, Attorney-in-Fact for E. Scott Santi	08/25/2025
	** 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

What did E. Scott Santi report on the Form 4 for ITW?

He reported a disposition of 3,790 shares of ITW Common Stock on 08/21/2025 coded as a gift (Code G), resulting in 258,564 shares beneficially owned.

Was the transaction a sale or purchase on the ITW Form 4?

The transaction was reported under Code G at a price of $0, indicating a bona fide gift, not a sale or purchase.

Does the Form 4 disclose deferred stock for the reporting person?

Yes. The filing states it includes 4,545 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of August 21, 2025.

When was the Form 4 signed and filed for this transaction?

The filing shows the signature by the attorney-in-fact on 08/25/2025 for E. Scott Santi.