[Form 4] ILLINOIS TOOL WORKS INC Insider Trading Activity

Rhea-AI Filing Summary

Randall J. Scheuneman, VP & Chief Accounting Officer of Illinois Tool Works Inc. (ITW), reported option exercise and a subsequent sale on 09/11/2025. He exercised 6,802 employee stock options with an exercise price of $128 per share and acquired 6,802 common shares. The same number of shares (6,802) were sold that day at a weighted average price reported as $265.08, with execution prices ranging from $265.06 to $265.15. Following these transactions Scheuneman beneficially owned 10,314 shares. The filing includes a remark that the options vested in four equal annual installments beginning one year from the grant date.

Positive

• Full transaction details disclosed including exercise price, weighted average sale price, and execution price range
• Options vesting schedule is explicitly stated (four equal annual installments)

Negative

• Officer sold 6,802 shares on 09/11/2025, reducing beneficial ownership
• Limited additional context (no explanation of purpose of sale provided in filing)

Insights

Securities Analyst

TL;DR: Routine exercise and sell-to-cover or sale after exercise by an officer; transaction details and prices are disclosed.

The form reports an exercise of 6,802 options at $128 and an immediate sale of the same number of shares at a disclosed weighted average of $265.08. The filing specifies the execution price range and offers to provide full execution details on request, which is standard disclosure practice. The report shows the reporting person continues to hold 10,314 shares after the transactions. No additional compensation, lending, or hedging arrangements are disclosed in this Form 4.

Corporate Governance Expert

TL;DR: Transaction appears to reflect option vesting and monetization by an officer, documented with required disclosures.

The filing documents that options granted earlier vested in installments and that 6,802 options were exercised and immediately sold on 09/11/2025. The filer includes the explanation about vesting schedule and provides an exhibit (Power of Attorney) with a signature by an attorney-in-fact. The disclosure is concise and includes the weighted average sale price and the execution price range, satisfying routine Form 4 reporting requirements.

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

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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^*

SCHEUNEMAN RANDALL J

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP & Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025

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	09/11/2025		M		6,802	A	$128	17,116	D
Common Stock	09/11/2025		S		6,802	D	$265.08(1)	10,314	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	$128	09/11/2025		M			6,802	02/10/2018(2)	02/10/2027	Common Stock	6,802	$0	0	D

Explanation of Responses:

1. This transaction was executed at multiple prices ranging from $265.06 to $265.15. 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. Options vested in four (4) equal annual installments beginning one year from date of grant.

Remarks:

Exhibit 24. Power of Attorney

	/s/ Christopher P. Rauch, Attorney-in-Fact for Randall J. Scheuneman	09/15/2025
	** 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 transactions were reported for ITW on 09/11/2025?

The filer exercised 6,802 options at $128 and sold 6,802 shares at a weighted average price of $265.08 on 09/11/2025.

How many ITW shares does Randall J. Scheuneman own after the reported transactions?

Following the exercise and sale on 09/11/2025, the reporting person beneficially owned 10,314 shares.

What was the price range for the sale reported in the Form 4 for ITW?

The filing states execution prices ranged from $265.06 to $265.15, with a reported weighted average sale price of $265.08.

When did the options exercised by the ITW officer vest?

The filing states the options vested in four equal annual installments beginning one year from the grant date.

Who signed the Form 4 for Randall J. Scheuneman?

The Form 4 was signed by Christopher P. Rauch, Attorney-in-Fact for Randall J. Scheuneman on 09/15/2025.