Illinois Tool Works director adds 157 shares; ownership disclosed

Rhea-AI Filing Summary

Illinois Tool Works (ITW) director David B. Smith, Jr. reported acquiring 157 shares of common stock on 11/07/2025 at $245.49 per share. The filing states the shares were received in lieu of a cash retainer under the 2024 Long‑Term Incentive Plan.

Following this transaction, beneficial ownership stood at 123,194 shares held directly, plus indirect holdings of 255,900 shares in a trust and 15,517 shares in various trusts where he has a pecuniary interest and serves as co‑trustee.

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^*

SMITH DAVID BYRON JR

(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)		157	A	$245.49	123,194	D(2)
Common Stock								255,900	I	Trust(3)
Common Stock								15,517	I	Trusts(4)

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 94,000 shares owned directly by the reporting person with his spouse.

3. Shares held in a trust in which the reporting person shares voting and investment power.

4. Shares held in various trusts of which the reporting person has a pecuniary interest and is a co-trustee with his spouse.

Remarks:

	/s/ Christopher P. Rauch, Attorney-in-Fact for David B. Smith, Jr.	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.

FAQ

What insider transaction did ITW (ITW) report?

A director acquired 157 shares of common stock on 11/07/2025 at $245.49 per share.

How were the new ITW shares received by the director?

They were acquired in lieu of the cash retainer under the Illinois Tool Works Inc. 2024 Long‑Term Incentive Plan.

What are the director’s ITW direct holdings after the transaction?

Direct beneficial ownership is 123,194 shares following the reported transaction.

What ITW shares are held indirectly by the director?

Indirect holdings include 255,900 shares in a trust and 15,517 shares in various trusts.

What is the insider’s relationship to ITW?

The reporting person is a Director of Illinois Tool Works Inc.

Was this ITW Form 4 filed by multiple people?

No. It was filed by one reporting person.