Illinois Tool Works director receives 137 shares

Illinois Tool Works Inc. director David Byron Smith Jr. received 137 common shares on November 6, 2026, in lieu of a cash retainer under an election pursuant to the company’s 2024 Long-Term Incentive Plan; the transaction was reported at $280.95 per share.

Available on EDGAR 11/10/2026 - 04:55 PM EST Accepted by SEC EDGAR 11/10/2026 - 04:54 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Illinois Tool Works Inc. director David Byron Smith Jr. received 137 common shares on November 6, 2026, in lieu of a cash retainer under an election pursuant to the company’s 2024 Long-Term Incentive Plan; the transaction was reported at $280.95 per share. His direct common-stock holdings following the acquisition were 30,509 shares. The filing also lists 15,517 shares held in various trusts in which he has a pecuniary interest and is co-trustee with his spouse, and 81,301 shares held in his spouse’s individual trust account.

Insider Trade Summary

Grant/Award: 137 shares

Grant/Award 1 txn

Insider SMITH DAVID BYRON JR

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	137	$280.95	$38K
Holding	Common Stock F2	--	--	--
Holding	Common Stock F3	--	--	--
Holding	Common Stock F4	--	--	--
Holding	Common Stock F5	--	--	--

Holdings After Transaction: Common Stock — 30,509 shares (Direct); Common Stock — 268,599 shares (Indirect, By Trust); Common Stock — 15,517 shares (Indirect, By Trusts); Common Stock — 81,301 shares (Indirect, By Spouse's Trust)

Footnotes (5)

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. Shares held in a trust in which the reporting person shares voting and investment power.
3. F3. Shares held in various trusts of which the reporting person has a pecuniary interest and is a co-trustee with his spouse.
4. F4. Shares held in reporting person's individual trust account.
5. F5. Shares held in spouse's individual trust account.

Key Figures

Shares received: 137 shares Reported transaction price: $280.95 per share Direct shares following transaction: 30,509 shares +2 more

5 metrics

Shares received 137 shares In lieu of a cash retainer on November 6, 2026

Reported transaction price $280.95 per share November 6, 2026

Direct shares following transaction 30,509 shares Common stock following the November 6, 2026 acquisition

Shares held in various trusts 15,517 shares Trusts in which Smith has a pecuniary interest and is co-trustee with his spouse

Shares held in spouse’s individual trust account 81,301 shares As reported on November 6, 2026

Key Terms

2024 Long-Term Incentive Plan, pecuniary interest, co-trustee, individual trust account

4 terms

2024 Long-Term Incentive Plan technical

"under the Issuer's 2024 Long-Term Incentive Plan"

pecuniary interest financial

"of which the reporting person has a pecuniary interest"

co-trustee technical

"is a co-trustee with his spouse"

individual trust account technical

"Shares held in reporting person's individual trust account"

FAQ

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How many ITW shares did director David Byron Smith Jr. receive?

David Byron Smith Jr. received 137 common shares on November 6, 2026, at a reported $280.95 per share. The shares were received in lieu of a cash retainer under an election pursuant to the 2024 Long-Term Incentive Plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

SMITH DAVID BYRON JR

(Last) (First) (Middle)

ILLINOIS TOOL WORKS INC.

155 HARLEM AVENUE

(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)
11/06/2026

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	11/06/2026		A		137(1)	A	$280.95	30,509	D
Common Stock								255,900	I	By Trust(2)
Common Stock								15,517	I	By Trusts(3)
Common Stock								12,699	I	By Trust(4)
Common Stock								81,301	I	By Spouse's Trust(5)

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

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

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

5. Shares held in spouse's individual trust account.

Remarks:

	/s/ Anna Oliveira, Attorney-in-Fact for David B. Smith, Jr.	11/10/2026
	** 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)