Illinois Tool Works (ITW) director files Form 4 on stock gifts, purchase and trust moves

Rhea-AI Filing Summary

Illinois Tool Works Inc. director reports share gifts, purchases, and trust transfers. The director reported gifting 6,709 shares of common stock on 12/10/2025 and on the same date acquiring 6,709 shares at $250.13 per share into an individual trust account. After these transactions, the director directly owned 116,485 shares of Illinois Tool Works common stock and held additional shares indirectly through trusts.

On 12/11/2025, the director reported multiple journal or transfer transactions involving 81,301 shares moved to a spouse’s individual trust account and 5,990 shares transferred between direct ownership and an individual trust. The filing notes several trusts in which the director or spouse acts as trustee or co‑trustee and has voting, investment, or pecuniary interests.

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^*

SMITH DAVID BYRON JR

(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)
12/10/2025

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	12/10/2025		G		6,709	D	$0	116,485	D
Common Stock	12/10/2025		P		6,709(1)	A	$250.13	6,709	I	By Trust(2)
Common Stock	12/11/2025		J		81,301(3)	D	$0	35,184	D
Common Stock	12/11/2025		J		5,990(4)	D	$0	29,194	D
Common Stock	12/11/2025		J		5,990(4)	A	$0	12,699	I	By Trust(2)
Common Stock								255,900	I	By Trust(5)
Common Stock								15,517	I	By Trusts(6)

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. Shares acquired and deposited into the reporting person's individual trust account.

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

3. Shares transferred to reporting person's spouse individual trust account.

4. Shares transferred to the reporting person's individual trust account.

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

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

Remarks:

	/s/ Christopher P. Rauch, Attorney-in-Fact for David B. Smith, Jr.	12/12/2025
	** 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 did Illinois Tool Works (ITW) report in this Form 4 filing?

This Form 4 reports transactions by a director of Illinois Tool Works Inc., including a gift of shares, an open‑market purchase, and several transfers of common stock among various personal and family trusts.

How many Illinois Tool Works (ITW) shares did the director purchase and at what price?

The director purchased 6,709 shares of Illinois Tool Works common stock on 12/10/2025 at a price of $250.13 per share, with the shares deposited into the director’s individual trust account.

What is the director’s direct ownership in Illinois Tool Works (ITW) after these transactions?

Following the reported transactions, the director held 116,485 shares of Illinois Tool Works common stock in direct ownership, in addition to shares held indirectly through various trusts.

What types of indirect holdings in ITW shares are disclosed in this Form 4?

The filing discloses shares held in an individual trust account, a spouse’s individual trust account, a trust in which the director shares voting and investment power, and various trusts where the director has a pecuniary interest and is a co‑trustee with a spouse.

What do the transaction codes G, P, and J mean in the ITW Form 4?

In this filing, code G identifies a gift of shares, code P identifies an open‑market or private purchase of shares, and code J is used for other transactions such as transfers or journal entries involving trusts.

Does this Illinois Tool Works (ITW) Form 4 involve derivative securities?

No derivative securities are reported. The Form 4 shows only non‑derivative common stock transactions, and the table for derivative securities is empty.