Is Susan Crown’s 833-share ITW grant a market buy or a compensation award?

The 833-share issuance is a compensation award, not a market purchase. It represents an equity grant and shares received instead of cash director fees, all provided pursuant to Illinois Tool Works’ 2024 Long Term Incentive Plan for board members.

Illinois Tool Works (ITW) director receives 833-share stock grant under 2024 incentive plan

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

CROWN SUSAN reported acquisition or exercise transactions in this Form 4 filing.

Illinois Tool Works director Susan Crown reported a new equity award. She received 833 shares of common stock on May 8, 2026, as a grant under the company’s 2024 Long Term Incentive Plan at a reference price of $254.76 per share. The award includes an annual stock grant and shares provided in lieu of a cash retainer for board service.

Following this grant, Crown holds 59,034 shares of Illinois Tool Works common stock directly. She also has indirect interests, including 21,278 shares of deferred stock under the ITW Directors' Deferred Fee Plan and additional shares held in trusts for her children and by her spouse.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider CROWN SUSAN

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	833	$254.76	$212K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 59,034 shares (Direct, null); Common Stock — 4,000 shares (Indirect, See ftn.)

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. Includes 21,278 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of May 8, 2026. Owned by trusts of which the Reporting Person's children are beneficiaries. Owned by the Reporting Person's spouse.

Key Figures

Equity grant size: 833 shares Grant reference price: $254.76 per share Direct holdings after grant: 59,034 shares +2 more

5 metrics

Equity grant size 833 shares Common stock award on May 8, 2026

Grant reference price $254.76 per share Value used for the 833-share award

Direct holdings after grant 59,034 shares Susan Crown direct ITW common stock

Deferred stock balance 21,278 shares Deferred under ITW Directors' Deferred Fee Plan as of May 8, 2026

Reported indirect blocks 4,000 shares each Indirectly held common stock positions reported as of May 8, 2026

Key Terms

2024 Long Term Incentive Plan, annual stock grant, ITW Directors' Deferred Fee Plan, deferred stock

4 terms

2024 Long Term Incentive Plan financial

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

annual stock grant financial

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

ITW Directors' Deferred Fee Plan financial

"Includes 21,278 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of May 8, 2026."

deferred stock financial

"Includes 21,278 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of May 8, 2026."

Form 4 Insider Transactions: What Each Field Means →

05/12/2026 - 04:20 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^*

CROWN SUSAN

(Last)

(First)

(Middle)

222 NORTH LASALLE STREET

SUITE 2000

(Street)

CHICAGO

ILLINOIS

60601

(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		833⁽¹⁾	A	$254.76	59,034⁽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)
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. Includes 21,278 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of May 8, 2026.

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

4. Owned by the Reporting Person's spouse.

Remarks:

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	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 Susan Crown report at ILLINOIS TOOL WORKS INC (ITW)?

Director Susan Crown reported receiving 833 shares of Illinois Tool Works common stock. The shares were granted on May 8, 2026, as part of a long-term incentive award and compensation in stock instead of some cash fees for board service.

How many ITW shares did Susan Crown acquire and at what price?

Susan Crown acquired 833 shares of Illinois Tool Works common stock at a reference price of $254.76 per share. This was a compensation-related grant, not an open-market purchase, issued under the company’s 2024 Long Term Incentive Plan for directors.

What are Susan Crown’s total direct ITW holdings after this Form 4 transaction?

After the reported grant, Susan Crown directly holds 59,034 shares of Illinois Tool Works common stock. This figure reflects her updated direct ownership position following the 833-share award recorded on May 8, 2026, under the 2024 Long Term Incentive Plan.

What compensation plan was used for Susan Crown’s latest Illinois Tool Works stock grant?

The 833-share award was granted under Illinois Tool Works’ 2024 Long Term Incentive Plan. It includes an annual stock grant and shares issued in lieu of a cash retainer, meaning part of her director compensation is paid in company stock rather than cash.

Does Susan Crown have indirect or deferred stock holdings in Illinois Tool Works (ITW)?

Yes. Her holdings include 21,278 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of May 8, 2026, along with additional shares owned by trusts benefiting her children and by her spouse, which are reported as indirect ownership interests.