Illinois Tool Works (NYSE: ITW) director receives 917-share stock grant

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

SMITH DAVID BYRON JR reported acquisition or exercise transactions in this Form 4 filing.

Illinois Tool Works director David Byron Smith Jr reported a stock-based compensation award and updated holdings. On May 8, 2026, he received 917 shares of Common Stock at $254.76 per share as a grant under the company’s 2024 Long Term Incentive Plan, including an annual stock grant and shares taken instead of a cash retainer. After this award, he directly holds 30,242 shares of Illinois Tool Works common stock. He also has indirect holdings through various trusts, including 81,301 shares in a spouse’s trust and additional blocks of 12,699, 15,517 and 255,900 shares held in trust arrangements where he has voting or pecuniary interests.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider SMITH DAVID BYRON JR

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	917	$254.76	$234K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 30,242 shares (Direct, null); Common Stock — 255,900 shares (Indirect, By Trust)

Footnotes (1)

Represents shares of common stock acquired pursuant to the Issuer's 2024 Long Term Incentive Plan, including an annual stock grant and shares acquired in lieu of cash retainer. Shares held in a trust in which the reporting person shares voting and investment power. Shares held in various trusts of which the reporting person has a pecuniary interest and is a co-trustee with his spouse. Shares held in reporting person's individual trust account. Shares held in spouse's individual trust account.

Key Figures

Stock grant: 917 shares Grant price: $254.76 per share Direct holdings after grant: 30,242 shares +4 more

7 metrics

Stock grant 917 shares Common Stock grant on May 8, 2026

Grant price $254.76 per share Value for 917-share compensation award

Direct holdings after grant 30,242 shares Common Stock held directly following transaction

Spouse’s trust holdings 81,301 shares Common Stock held by spouse’s trust

Trust holdings 12,699 shares Common Stock held in a trust

Trusts holdings 15,517 shares Common Stock held in various trusts

Individual trust holdings 255,900 shares Common Stock held in an individual trust account

Key Terms

2024 Long Term Incentive Plan, annual stock grant, pecuniary interest, co-trustee, +1 more

5 terms

2024 Long Term Incentive Plan financial

"acquired pursuant to the Issuer's 2024 Long Term Incentive Plan, including an annual stock grant"

annual stock grant financial

"including an annual stock grant and shares acquired in lieu of cash retainer"

pecuniary interest financial

"various trusts of which the reporting person has a pecuniary interest and is a co-trustee"

co-trustee financial

"trusts of which the reporting person has a pecuniary interest and is a co-trustee with his spouse"

individual trust account financial

"Shares held in reporting person's individual trust account."

Form 4 Insider Transactions: What Each Field Means →

05/12/2026 - 04:18 PM

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

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)
05/08/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/08/2026		A		917⁽¹⁾	A	$254.76	30,242	D
Common Stock								255,900	I	By Trust⁽²⁾
Common Stock								15,517	I	By Trusts⁽³⁾
Common Stock								12,699	I	By Trust⁽⁴⁾
Common Stock								81,301	I	By Spouse's Trust⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares of common stock acquired pursuant to the Issuer's 2024 Long Term Incentive Plan, including an annual stock grant and shares acquired in lieu of cash retainer.

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

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

4. Shares held in reporting person's individual trust account.

5. Shares held in spouse's individual trust account.

Remarks:

	/s/ Anna Oliveira, Attorney-in-Fact for David B. Smith, Jr.	05/12/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did ITW director David Byron Smith Jr report?

David Byron Smith Jr reported receiving 917 shares of Illinois Tool Works common stock as a grant. The award came under the 2024 Long Term Incentive Plan, reflecting stock-based compensation rather than an open-market purchase or sale.

At what price was the ITW stock grant to David Byron Smith Jr recorded?

The 917-share stock grant to David Byron Smith Jr was recorded at $254.76 per share. This price reflects the value used for the compensation award under Illinois Tool Works’ 2024 Long Term Incentive Plan on May 8, 2026.

How many Illinois Tool Works shares does David Byron Smith Jr hold directly after this filing?

Following the 917-share grant, David Byron Smith Jr directly holds 30,242 shares of Illinois Tool Works common stock. This figure represents his personal share position, separate from additional shares held indirectly through various trust arrangements.

What indirect ITW shareholdings are reported for David Byron Smith Jr?

The filing lists several indirect holdings for David Byron Smith Jr, including 81,301 shares in a spouse’s trust. Additional blocks of 12,699, 15,517 and 255,900 shares are held in trusts where he shares voting power or has a pecuniary interest.

Was the ITW stock received by David Byron Smith Jr an open-market purchase?

No, the 917 shares were not an open-market purchase. They were acquired as a grant and shares in lieu of cash retainer under Illinois Tool Works’ 2024 Long Term Incentive Plan, categorized as a compensation-related acquisition.