Illinois Tool Works (ITW) director receives stock award in lieu of cash retainer

Rhea-AI Filing Summary

Scanlon Jennifer F. reported acquisition or exercise transactions in this Form 4 filing.

ILLINOIS TOOL WORKS INC director Jennifer F. Scanlon received an equity award of 117.98 shares of common stock on August 7, 2026, as a grant in lieu of a cash retainer under the 2024 Long-Term Incentive Plan at a reference value of $296.66 per share. Following this award, her directly held position is 1,775.58 shares, which includes 969 shares of deferred stock granted under the ITW Directors' Deferred Fee Plan as of August 7, 2026.

Insider Trade Summary

Net Buyer: 117.98 shares

Net Buy 1 txn

Insider Scanlon Jennifer F.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1, F2	117.98	$296.66	$35K

Holdings After Transaction: Common Stock — 1,775.58 shares (Direct)

Footnotes (2)

1. F1. Represents shares of common stock received in lieu of a cash retainer pursuant to an election made under the Issuer's 2024 Long-Term Incentive Plan.
2. F2. Includes 969 shares of deferred stock granted under the ITW Directors' Deferred Fee Plan as of August 7, 2026.

Key Figures

Shares granted: 117.98 shares Reference share value: $296.66 per share Total direct holdings: 1,775.58 shares +1 more

4 metrics

Shares granted 117.98 shares Common stock grant in lieu of cash retainer on August 7, 2026

Reference share value $296.66 per share Value associated with the 117.98-share award

Total direct holdings 1,775.58 shares Director’s common stock holdings following the award

Deferred stock included 969 shares Deferred stock under ITW Directors' Deferred Fee Plan as of August 7, 2026

Key Terms

2024 Long-Term Incentive Plan, Directors' Deferred Fee Plan, deferred stock, grant/award acquisition

4 terms

2024 Long-Term Incentive Plan financial

"received in lieu of a cash retainer pursuant to an election made under the Issuer's 2024 Long-Term Incentive Plan"

Directors' Deferred Fee Plan financial

"Includes 969 shares of deferred stock granted under the ITW Directors' Deferred Fee Plan"

deferred stock financial

"Includes 969 shares of deferred stock granted under the ITW Directors' Deferred Fee Plan"

grant/award acquisition financial

"transaction_action is described as grant/award acquisition for this Form 4 entry"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/11/2026 - 04:26 PM Accepted by SEC EDGAR 08/11/2026 - 04:25 PM Learn about SEC filing dates

FAQ

What did ITW director Jennifer F. Scanlon report on this Form 4?

Jennifer F. Scanlon reported an acquisition of 117.98 shares of Illinois Tool Works common stock on August 7, 2026, received as an equity award in lieu of a cash retainer under the 2024 Long-Term Incentive Plan.

How many ITW shares does Jennifer F. Scanlon hold after this transaction?

After the reported award, Jennifer F. Scanlon directly holds 1,775.58 shares of Illinois Tool Works common stock, including 969 shares of deferred stock granted under the ITW Directors' Deferred Fee Plan as of August 7, 2026.

Was the ITW Form 4 transaction a market purchase or a grant?

The Form 4 for Illinois Tool Works shows a grant/award acquisition, not an open-market trade. The 117.98 shares were received as stock in lieu of a cash retainer under the company’s 2024 Long-Term Incentive Plan.

What price per share is associated with Jennifer F. Scanlon’s ITW stock award?

The award to Jennifer F. Scanlon references a value of $296.66 per share for the 117.98 shares of Illinois Tool Works common stock granted on August 7, 2026, as reported in the Form 4 data.

How many deferred ITW shares does Jennifer F. Scanlon have?

Jennifer F. Scanlon’s total reported holdings of 1,775.58 shares include 969 shares of deferred stock granted under the ITW Directors' Deferred Fee Plan as of August 7, 2026, according to the Form 4 footnote disclosure.

Is the ITW Form 4 transaction under a Rule 10b5-1 trading plan?

The filing-level Rule 10b5-1 checkbox is not marked as affirmatively relying on a plan. The transaction is characterized as a grant/award of stock in lieu of cash, not as a discretionary market trade under a trading plan.

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^*

Scanlon Jennifer F.

(Last) (First) (Middle)

155 HARLEM AVE.

(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)
08/07/2026

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	08/07/2026		A(1)		117.98	A	$296.66	1,775.58(2)	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

Explanation of Responses:

1. Represents shares of common stock received in lieu of a cash retainer pursuant to an election made under the Issuer's 2024 Long-Term Incentive Plan.

2. Includes 969 shares of deferred stock granted under the ITW Directors' Deferred Fee Plan as of August 7, 2026.

Remarks:

	/s/ Anna Oliveira, Attorney-in-Fact for Jennifer F. Scanlon	08/11/2026
	** 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)