Illinois Tool Works (ITW) director acquires 142 shares at $245.49

Illinois Tool Works (ITW) director E. Scott Santi reported acquiring 142 shares of common stock at $245.49 on November 7, 2025, received in lieu of a cash retainer under the company’s 2024 Long‑Term Incentive Plan.

Rhea-AI Filing Summary

Illinois Tool Works (ITW) director E. Scott Santi reported acquiring 142 shares of common stock at $245.49 on November 7, 2025, received in lieu of a cash retainer under the company’s 2024 Long‑Term Incentive Plan.

After the transaction, he beneficially owned 258,736 shares. This figure includes 4,717 deferred shares under the ITW Directors' Deferred Fee Plan as of November 7, 2025.

Insider Trade Summary

Grant/Award: 142 shares

Grant/Award 1 txn

Insider SANTI ERNEST SCOTT

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	142	$245.49	$35K

Holdings After Transaction: Common Stock — 258,736 shares (Direct)

Footnotes (2)

1. F1. Shares of common stock acquired in lieu of the cash retainer pursuant to the Illinois Tool Works Inc. 2024 Long-Term Incentive Plan.
2. F2. Includes 4,717 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of November 7, 2025.

FAQ

What insider transaction did ITW disclose on Form 4?

A director, E. Scott Santi, acquired 142 shares of ITW common stock at $245.49 on November 7, 2025.

Why were the ITW shares acquired by the director?

The 142 shares were acquired in lieu of a cash retainer under the 2024 Long‑Term Incentive Plan.

How many ITW shares does the reporting person own after the transaction?

Beneficial ownership stands at 258,736 shares after the reported transaction.

Does the reported ownership include deferred shares?

Yes. It includes 4,717 deferred shares under the Directors' Deferred Fee Plan as of November 7, 2025.

What is the relationship of the reporting person to ITW?

The reporting person is a Director of Illinois Tool Works.

Was this Form 4 filed by one reporting person or a group?

It was filed by one reporting person.

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Accepted by SEC EDGAR 11/12/2025 - 04:28 PM 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^*

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)
11/07/2025

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	11/07/2025		A(1)		142	A	$245.49	258,736(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 in lieu of the cash retainer pursuant to the Illinois Tool Works Inc. 2024 Long-Term Incentive Plan.

2. Includes 4,717 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of November 7, 2025.

Remarks:

	/s/ Christopher P. Rauch, Attorney-in-Fact for E. Scott Santi	11/12/2025
	** 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.