ITW director exercises options, sells common stock

Illinois Tool Works Inc. director Ernest Scott Santi reported a large option exercise and related stock sales.

Rhea-AI Filing Summary

Illinois Tool Works Inc. director Ernest Scott Santi reported a large option exercise and related stock sales. On February 4, 2026, he exercised 167,345 employee stock options at an exercise price of $144.21 per share, receiving an equal number of common shares.

That same day he sold multiple blocks of Illinois Tool Works common stock in open-market transactions at weighted average prices ranging from $288.72 to $293.43 per share. After these transactions, he directly held 258,766 common shares, including 4,747 deferred stock shares under the ITW Directors' Deferred Fee Plan as of February 4, 2026. All reported holdings are listed as directly owned.

Insider Trade Summary

Exercise and Sale: 167,345 shares ($24.55M approx. pre-tax spread)

Exercise and Sale 8 txns

Insider SANTI ERNEST SCOTT

Role Director

Sold 167,345 shs ($48.69M)

Approx. gross sale proceeds $48.69M

Approx. exercise cost $24.13M

Approx. pre-tax spread $24.55M

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option	167,345	$0.00	$0.00
Exercise	Common Stock	167,345	$144.21	$24.13M
Sale	Common Stock	47,885	$288.72	$13.83M
Sale	Common Stock	17,864	$289.85	$5.18M
Sale	Common Stock	20,833	$290.65	$6.06M
Sale	Common Stock	19,471	$291.90	$5.68M
Sale	Common Stock	57,361	$292.72	$16.79M
Sale	Common Stock	3,931	$293.43	$1.15M

Holdings After Transaction: Employee Stock Option — 0 contracts (Direct); Common Stock — 258,766 shares (Direct)

Footnotes (8)

1. F1. This transaction was executed at multiple prices ranging from $288.19 to $289.19. 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 $289.25 to $290.25. 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 $290.26 to $291.24. 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 $291.29 to $292.29. 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. This transaction was executed at multiple prices ranging from $292.30 to $293.30. 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.
6. F6. This transaction was executed at multiple prices ranging from $293.31 to $293.65. 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.
7. F7. Includes 4,747 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of February 4, 2026.
8. F8. Stock options vest in four (4) equal annual installments beginning on February 15, 2019 (grant date), and became fully exercisable on February 15, 2023.

FAQ

What insider transaction did ITW director Ernest Scott Santi report on February 4, 2026?

Ernest Scott Santi reported exercising 167,345 employee stock options at an exercise price of $144.21 per share, receiving the same number of Illinois Tool Works common shares. He then sold several blocks of those shares in open-market transactions the same day.

How many Illinois Tool Works (ITW) shares did Ernest Scott Santi sell and at what prices?

On February 4, 2026, Santi sold multiple blocks of Illinois Tool Works common stock at weighted average prices between $288.72 and $293.43 per share. Each sale tranche is separately listed with its own number of shares and corresponding weighted average sale price.

How many ITW shares does Ernest Scott Santi own after the reported Form 4 transactions?

Following the February 4, 2026 transactions, Santi is reported as directly owning 258,766 Illinois Tool Works common shares. This total includes 4,747 shares of deferred stock held under the ITW Directors' Deferred Fee Plan as of that date.

What happened to Ernest Scott Santi’s employee stock options in the ITW Form 4 filing?

Santi exercised 167,345 employee stock options at an exercise price of $144.21 per share, converting them into an equal number of common shares. After this exercise, the Form 4 reports 0 derivative securities remaining beneficially owned by him from that option grant.

What vesting terms apply to the Illinois Tool Works options exercised by Ernest Scott Santi?

The exercised employee stock options vested in four equal annual installments beginning February 15, 2019, the grant date, and became fully exercisable on February 15, 2023. The options were originally scheduled to expire on February 15, 2029 before being fully exercised.

Are the sale prices in Ernest Scott Santi’s ITW Form 4 single trades or averages?

Each reported sale price is a weighted average of multiple trades executed in a price range. Footnotes state that actual trade prices spanned specific ranges, and Santi undertakes to provide detailed share and price information on request to regulators or shareholders.

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Accepted by SEC EDGAR 02/06/2026 - 04:17 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)
02/04/2026

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	02/04/2026		M		167,345	A	$144.21	426,111	D
Common Stock	02/04/2026		S		47,885	D	$288.72(1)	378,226	D
Common Stock	02/04/2026		S		17,864	D	$289.85(2)	360,362	D
Common Stock	02/04/2026		S		20,833	D	$290.65(3)	339,529	D
Common Stock	02/04/2026		S		19,471	D	$291.9(4)	320,058	D
Common Stock	02/04/2026		S		57,361	D	$292.72(5)	262,697	D
Common Stock	02/04/2026		S		3,931	D	$293.43(6)	258,766(7)	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	$144.21	02/04/2026		M			167,345	02/15/2020(8)	02/15/2029	Common Stock	167,345	$0	0	D

Explanation of Responses:

1. This transaction was executed at multiple prices ranging from $288.19 to $289.19. 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 $289.25 to $290.25. 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 $290.26 to $291.24. 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 $291.29 to $292.29. 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. This transaction was executed at multiple prices ranging from $292.30 to $293.30. 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.

6. This transaction was executed at multiple prices ranging from $293.31 to $293.65. 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.

7. Includes 4,747 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of February 4, 2026.

8. Stock options vest in four (4) equal annual installments beginning on February 15, 2019 (grant date), and became fully exercisable on February 15, 2023.

Remarks:

Exhibit 24. Power of Attorney

	/s/ Anna Oliveira, Attorney-in-Fact for E. Scott Santi	02/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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