ITW (NYSE: ITW) director Santi receives stock grant as quarterly fees

Rhea-AI Filing Summary

Illinois Tool Works Inc. director Ernest Scott Santi received 119.221 shares of common stock as quarterly director fees on February 6, 2026. The shares were granted under the company’s 2024 Long-Term Incentive Plan at a reported price of $293.57 per share.

After this grant, Santi beneficially owned 258,885 common shares, including 4,866 deferred stock shares under the ITW Directors' Deferred Fee Plan as of February 6, 2026.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider SANTI ERNEST SCOTT

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	119.221	$293.57	$35K

Holdings After Transaction: Common Stock — 258,885 shares (Direct)

Footnotes (1)

1. Represents shares of common stock acquired pursuant to the Illinois Tool Works Inc. 2024 Long-Term Incentive Plan representing quarterly director fees. Includes 4,866 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of February 6, 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^*

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)
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(1)		119.221	A	$293.57	258,885(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 Illinois Tool Works Inc. 2024 Long-Term Incentive Plan representing quarterly director fees.

2. Includes 4,866 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of February 6, 2026.

Remarks:

	/s/ Anna Oliveira, Attorney-in-Fact for E. Scott Santi	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.
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 insider transaction did ITW director Ernest Scott Santi report?

ITW director Ernest Scott Santi reported receiving 119.221 shares of Illinois Tool Works common stock. The shares were granted on February 6, 2026 as quarterly director fees under the company’s 2024 Long-Term Incentive Plan at a reported price of $293.57 per share.

How many Illinois Tool Works (ITW) shares does Ernest Scott Santi now beneficially own?

Following the February 6, 2026 grant, Ernest Scott Santi beneficially owned 258,885 Illinois Tool Works common shares. This total includes 4,866 shares of deferred stock held under the ITW Directors' Deferred Fee Plan as of February 6, 2026, according to the filing.

What is the purpose of the ITW 2024 Long-Term Incentive Plan in this Form 4?

The ITW 2024 Long-Term Incentive Plan provided the 119.221 common shares reported in this Form 4. These shares represent quarterly director fees paid in stock to director Ernest Scott Santi, aligning part of director compensation with Illinois Tool Works’ equity performance over time.

At what price were the ITW shares granted to director Ernest Scott Santi?

The shares granted to Ernest Scott Santi were reported at $293.57 per Illinois Tool Works common share. This price is shown in the Form 4’s transaction table for the 119.221-share award dated February 6, 2026, which represents quarterly director fees under the incentive plan.

What is included in Ernest Scott Santi’s deferred stock holdings at ITW?

Santi’s holdings include 4,866 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of February 6, 2026. These deferred shares form part of his total beneficial ownership of 258,885 Illinois Tool Works common shares reported in the Form 4 filing.