Illinois Tool Works (NYSE: ITW) director sells exercised shares near $288

Rhea-AI Filing Summary

ILLINOIS TOOL WORKS INC (ITW) director Ernest Scott Santi reported an option exercise-and-sale transaction. He exercised 41,431 Employee Stock Options for Common Stock at an exercise price of $187.86 per share and, after this, 124,295 options remain outstanding under that grant.

On the same date, he acquired 41,431 Common Shares from the exercise and sold the same number in multiple open-market transactions at weighted average prices of $286.37, $287.35, $288.22 and $289.19 per share, within the detailed price ranges disclosed. A footnote states his holdings include 6,937 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of August 19, 2026.

Insider Trade Summary

Exercise and Sale: 41,431 shares ($4.11M approx. pre-tax spread)

Exercise and Sale 6 txns

Insider SANTI ERNEST SCOTT

Role Director

Sold 41,431 shs ($11.89M)

Approx. gross sale proceeds $11.89M

Approx. exercise cost $7.78M

Approx. pre-tax spread $4.11M

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option F6	41,431	$0.00	$0.00
Exercise	Common Stock	41,431	$187.86	$7.78M
Sale	Common Stock F1	22,471	$286.37	$6.44M
Sale	Common Stock F2	8,142	$287.35	$2.34M
Sale	Common Stock F3	8,928	$288.22	$2.57M
Sale	Common Stock F4, F5	1,890	$289.19	$547K

Holdings After Transaction: Employee Stock Option — 124,295 shares (Direct); Common Stock — 266,288 shares (Direct)

Footnotes (6)

1. F1. This transaction was executed at multiple prices ranging from $285.80 to $286.80. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Illinois Tool Works Inc. or a shareholder of Illinois Tool Works Inc. full information regarding the number of shares and prices at which the transaction was effected.
2. F2. This transaction was executed at multiple prices ranging from $286.81 to $287.81. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Illinois Tool Works Inc. or a shareholder of Illinois Tool Works Inc. full information regarding the number of shares and prices at which the transaction was effected.
3. F3. This transaction was executed at multiple prices ranging from $287.82 to $288.79. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Illinois Tool Works Inc. or a shareholder of Illinois Tool Works Inc. full information regarding the number of shares and prices at which the transaction was effected.
4. F4. This transaction was executed at multiple prices ranging from $288.92 to $289.45. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Illinois Tool Works Inc. or a shareholder of Illinois Tool Works Inc. full information regarding the number of shares and prices at which the transaction was effected.
5. F5. Includes 6,937 shares of deferred stock granted under the ITW Directors' Deferred Fee Plan as of August 19, 2026.
6. F6. Stock options vest in four (4) equal annual installments beginning on February 14, 2020 (grant date), and became fully exercisable on February 14, 2024.

Key Figures

Options exercised: 41,431 shares Exercise price: $187.86 per share Shares sold (total): 41,431 shares +5 more

8 metrics

Options exercised 41,431 shares Employee Stock Options for ITW Common Stock exercised on August 19, 2026

Exercise price $187.86 per share Exercise price of Employee Stock Options converted into Common Stock

Shares sold (total) 41,431 shares Total ITW Common Shares sold in four tranches on August 19, 2026

Sale price (tranche 1) $286.37 per share Weighted average sale price for 22,471 shares; executed between $285.80 and $286.80

Sale price (tranche 4) $289.19 per share Weighted average sale price for 1,890 shares; executed between $288.92 and $289.45

Options remaining 124,295 options Employee Stock Options remaining after the reported exercise

Option expiration date February 14, 2030 Expiration date of the Employee Stock Options exercised in part

Deferred stock 6,937 shares Deferred stock under the ITW Directors' Deferred Fee Plan as of August 19, 2026

Key Terms

Employee Stock Option, weighted average sale price, Directors' Deferred Fee Plan, deferred stock

4 terms

Employee Stock Option financial

"The security titled "Employee Stock Option" was exercised for 41,431 shares"

An employee stock option is a promise that lets a worker buy company shares later at a predetermined price, often after they stay for a certain period or meet performance goals — think of it like a coupon that locks in today's price for a future purchase. It matters to investors because options align employees’ incentives with company performance, can increase the number of shares outstanding (dilution) when exercised, and represent a compensation cost that affects reported profits and shareholder value.

weighted average sale price financial

"The price reported above reflects the weighted average sale price"

Directors' Deferred Fee Plan financial

"Includes 6,937 shares of deferred stock granted under the ITW Directors' Deferred Fee Plan"

deferred stock financial

"Includes 6,937 shares of deferred stock granted under the ITW Directors' Deferred Fee Plan"

FAQ

What did Ernest Scott Santi report in his latest Form 4 for ITW?

He exercised 41,431 Employee Stock Options at an exercise price of $187.86 per share, received 41,431 Common Shares, and sold those shares in multiple open-market transactions on August 19, 2026, as detailed in the filing.

How many Illinois Tool Works (ITW) options does Ernest Scott Santi still hold?

After the reported exercise, he holds 124,295 Employee Stock Options related to this grant. These options were granted on February 14, 2020, and became fully exercisable on February 14, 2024, with an expiration date of February 14, 2030.

At what prices did Ernest Scott Santi sell ITW common stock on August 19, 2026?

He sold ITW shares at weighted average prices of $286.37, $287.35, $288.22, and $289.19 per share, with each tranche executed within specific price ranges disclosed in the footnotes.

How many ITW shares did Ernest Scott Santi sell in total in this Form 4?

He sold an aggregate of 41,431 shares of Illinois Tool Works Common Stock, in four separate tranches of 22,471, 8,142, 8,928, and 1,890 shares on August 19, 2026.

What does the Form 4 say about Ernest Scott Santi’s deferred stock in ITW?

A footnote states that his holdings include 6,937 shares of deferred stock granted under the ITW Directors' Deferred Fee Plan as of August 19, 2026, which are counted within his reported holdings.

Were Ernest Scott Santi’s ITW trades reported as under a Rule 10b5-1 plan?

No. The filing’s Rule 10b5-1 checkbox is not marked as affirmatively adopted, and the footnotes do not state that these transactions were executed pursuant to a Rule 10b5-1 trading plan.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/21/2026 - 04:11 PM Accepted by SEC EDGAR 08/21/2026 - 04:10 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 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)
08/19/2026

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	08/19/2026		M		41,431	A	$187.86	307,719	D
Common Stock	08/19/2026		S		22,471	D	$286.37(1)	285,248	D
Common Stock	08/19/2026		S		8,142	D	$287.35(2)	277,106	D
Common Stock	08/19/2026		S		8,928	D	$288.22(3)	268,178	D
Common Stock	08/19/2026		S		1,890	D	$289.19(4)	266,288(5)	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
Employee Stock Option	$187.86	08/19/2026		M			41,431	02/14/2021(6)	02/14/2030	Common Stock	41,431	$0	124,295	D

Explanation of Responses:

1. This transaction was executed at multiple prices ranging from $285.80 to $286.80. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Illinois Tool Works Inc. or a shareholder of Illinois Tool Works Inc. full information regarding the number of shares and prices at which the transaction was effected.

2. This transaction was executed at multiple prices ranging from $286.81 to $287.81. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Illinois Tool Works Inc. or a shareholder of Illinois Tool Works Inc. full information regarding the number of shares and prices at which the transaction was effected.

3. This transaction was executed at multiple prices ranging from $287.82 to $288.79. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Illinois Tool Works Inc. or a shareholder of Illinois Tool Works Inc. full information regarding the number of shares and prices at which the transaction was effected.

4. This transaction was executed at multiple prices ranging from $288.92 to $289.45. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Illinois Tool Works Inc. or a shareholder of Illinois Tool Works Inc. full information regarding the number of shares and prices at which the transaction was effected.

5. Includes 6,937 shares of deferred stock granted under the ITW Directors' Deferred Fee Plan as of August 19, 2026.

6. Stock options vest in four (4) equal annual installments beginning on February 14, 2020 (grant date), and became fully exercisable on February 14, 2024.

Remarks:

	/s/ Anna Oliveira, Attorney-in-Fact for E. Scott Santi	08/21/2026
	** 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)