Illinois Tool Works (NYSE: ITW) director awarded 765-share annual stock grant

Rhea-AI Filing Summary

ILLINOIS TOOL WORKS INC director Jay L. Henderson received an award of 765 shares of common stock on May 8, 2026. The shares were granted under the company’s 2024 Long Term Incentive Plan as part of his annual stock grant, at a reported value of $254.76 per share.

Following this compensation-related award, Henderson directly holds 25,088 shares of Illinois Tool Works common stock. This total includes 2,463 shares that were previously acquired through a dividend reinvestment plan, reflecting both incentive awards and automatically reinvested dividends in his overall stake.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Henderson Jay L

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	765	$254.76	$195K

Holdings After Transaction: Common Stock — 25,088 shares (Direct, null)

Footnotes (1)

1. Represents shares of common stock acquired pursuant to the Issuer's 2024 Long Term Incentive Plan in connection with the annual stock grant. Includes 2,463 shares acquired under a dividend reinvestment plan.

Key Figures

Stock grant size: 765 shares Grant value per share: $254.76 per share Shares owned after grant: 25,088 shares +1 more

4 metrics

Stock grant size 765 shares Annual stock grant on May 8, 2026

Grant value per share $254.76 per share Reported price for the 765-share award

Shares owned after grant 25,088 shares Direct ITW common stock holdings post-transaction

Dividend reinvestment shares 2,463 shares Portion of holdings from dividend reinvestment plan

Key Terms

2024 Long Term Incentive Plan, annual stock grant, dividend reinvestment plan, Form 4

4 terms

2024 Long Term Incentive Plan financial

"acquired pursuant to the Issuer's 2024 Long Term Incentive Plan in connection with the annual stock grant"

annual stock grant financial

"acquired pursuant to the Issuer's 2024 Long Term Incentive Plan in connection with the annual stock grant"

dividend reinvestment plan financial

"Includes 2,463 shares acquired under a dividend reinvestment plan"

A dividend reinvestment plan lets shareholders automatically use cash dividends to buy more shares of the same company instead of receiving the money. It matters to investors because it turns regular payouts into a steady way to grow ownership and take advantage of compound returns—like having your savings automatically buy additional slices of a pie over time—while often reducing transaction costs and smoothing purchase timing.

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 05/12/2026 - 05:05 PM Accepted by SEC EDGAR 05/12/2026 - 04:27 PM Learn about SEC filing dates

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^*

Henderson Jay L

(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)
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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/08/2026		A(1)		765	A	$254.76	25,088(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 acquired pursuant to the Issuer's 2024 Long Term Incentive Plan in connection with the annual stock grant.

2. Includes 2,463 shares acquired under a dividend reinvestment plan.

Remarks:

Exhibit 24. Power of Attorney

	/s/ Anna Oliveira, Attorney-in-Fact for Jay L. Henderson	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)

FAQ

What insider transaction did ITW director Jay L. Henderson report?

Jay L. Henderson reported receiving 765 shares of Illinois Tool Works common stock as a grant. The shares were awarded under the company’s 2024 Long Term Incentive Plan in connection with his annual stock grant, rather than being purchased on the open market.

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

The ITW Form 4 shows a stock grant, not a market purchase. Henderson received 765 shares coded as an acquisition (A) representing a grant or award under the 2024 Long Term Incentive Plan tied to his annual stock grant.

How many ITW shares does Jay L. Henderson own after this grant?

After the reported grant, Henderson directly owns 25,088 ITW common shares. This total includes 2,463 shares accumulated through a dividend reinvestment plan, combining past reinvested dividends with prior awards and this new annual stock grant.

What plan was used for Jay L. Henderson’s latest ITW stock award?

Henderson’s latest stock award came through Illinois Tool Works’ 2024 Long Term Incentive Plan. The Form 4 states the 765 common shares were acquired pursuant to this plan in connection with his annual stock grant as a company director.

Does the ITW Form 4 mention dividend reinvestment shares for Henderson?

Yes. The filing notes that Henderson’s direct holdings include 2,463 shares acquired under a dividend reinvestment plan. These dividend reinvestment shares form part of his total 25,088 common shares after the May 8, 2026 stock grant.