Director Susan Crown adds ITW shares via fee grant (NYSE: ITW)

Rhea-AI Filing Summary

Illinois Tool Works Inc. director Susan Crown received 61 shares of common stock on February 6, 2026 under the company’s 2024 Long-Term Incentive Plan as quarterly director fees at a price of $293.57 per share. After this grant, she directly holds 58,081 shares, including 20,393 deferred stock units under the ITW Directors' Deferred Fee Plan as of that date. In addition, 4,000 shares are held by trusts for her children and 4,000 shares are held by her spouse, for which she notes a pecuniary interest but disclaims full ownership.

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
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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^*

CROWN SUSAN

(Last) (First) (Middle)

222 NORTH LASALLE STREET

SUITE 2000

(Street)

CHICAGO IL 60601

(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		61(1)	A	$293.57	58,081(2)	D
Common Stock								4,000	I	See ftn.(3)
Common Stock								4,000	I	See ftn.(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. Represents shares of common stock acquired pursuant to the Illinois Tool Works Inc. 2024 Long-Term Incentive Plan representing quarterly director fees.

2. Includes 20,393 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of February 6, 2026.

3. Owned by trusts of which the Reporting Person's children are beneficiaries.

4. Owned by the Reporting Person's spouse.

Remarks:

Exhibit 24. Power of Attorney The Reporting Person disclaims ownership of the shares described in Footnotes 2 and 3 except to the extent of her pecuniary interest.

	/s/ Anna Oliveira, Attorney-in-Fact for Susan Crown	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 Susan Crown report on February 6, 2026?

Susan Crown reported receiving 61 shares of Illinois Tool Works common stock on February 6, 2026. The shares were granted under the 2024 Long-Term Incentive Plan as payment of quarterly director fees at a price of $293.57 per share.

How many Illinois Tool Works (ITW) shares does Susan Crown hold directly after this Form 4?

After the reported grant, Susan Crown directly holds 58,081 shares of Illinois Tool Works common stock. This total includes 20,393 deferred stock units credited under the ITW Directors' Deferred Fee Plan as of February 6, 2026.

What is the nature of the 61 ITW shares granted to Susan Crown?

The 61 shares granted to Susan Crown are common stock awarded as quarterly director fees under Illinois Tool Works’ 2024 Long-Term Incentive Plan. They represent non-cash compensation for board service rather than an open-market purchase or sale.

What indirect Illinois Tool Works holdings are associated with Susan Crown on this Form 4?

The filing lists 4,000 ITW shares held by trusts for her children and 4,000 ITW shares held by her spouse. These are reported as indirect ownership, and she disclaims ownership except to the extent of any pecuniary interest.

How many deferred Illinois Tool Works shares does Susan Crown have under the Directors' Deferred Fee Plan?

Susan Crown’s direct holdings include 20,393 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of February 6, 2026. These deferred shares are part of her total reported direct ownership of 58,081 shares.

What role does Susan Crown have at Illinois Tool Works (ITW) according to this filing?

According to the Form 4, Susan Crown serves as a director of Illinois Tool Works Inc.. The reported stock grant of 61 shares reflects quarterly director fees paid in common stock under the company’s 2024 Long-Term Incentive Plan.