Director at Illinois Tool Works (NYSE: ITW) receives 765-share stock award

Rhea-AI Filing Summary

Brutto Daniel J reported acquisition or exercise transactions in this Form 4 filing.

Illinois Tool Works director Daniel J. Brutto received a grant of 765 shares of common stock on May 8, 2026, valued at $254.76 per share. The shares were awarded under the company’s 2024 Long Term Incentive Plan as part of his annual stock grant. Following this award, Brutto directly holds 23,951 shares, including 5,634 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of May 8, 2026.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Brutto Daniel J

Role null

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

Holdings After Transaction: Common Stock — 23,951 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 5,634 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of May 8, 2026.

Key Figures

Stock grant size: 765 shares Grant reference price: $254.76 per share Total shares after grant: 23,951 shares +1 more

4 metrics

Stock grant size 765 shares Common stock award on May 8, 2026

Grant reference price $254.76 per share Value used for the 765-share award

Total shares after grant 23,951 shares Direct holdings following the transaction

Deferred stock component 5,634 shares Deferred stock under Directors' Deferred Fee Plan as of May 8, 2026

Key Terms

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

3 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"

Directors' Deferred Fee Plan financial

"Includes 5,634 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of May 8, 2026"

Form 4 Insider Transactions: What Each Field Means →

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^*

Brutto Daniel J

(Last) (First) (Middle)

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)
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	23,951(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 5,634 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of May 8, 2026.

Remarks:

Exhibit 24. Power of Attorney

	/s/ Anna Oliveira, Attorney-in-Fact for Daniel J. Brutto	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 did ITW director Daniel J. Brutto report on this Form 4?

Daniel J. Brutto reported receiving 765 shares of Illinois Tool Works common stock. The shares were granted as part of his annual stock award under the 2024 Long Term Incentive Plan, rather than purchased on the open market.

How many ITW shares were granted to Daniel J. Brutto and at what value?

Daniel J. Brutto received 765 shares of Illinois Tool Works common stock, valued at $254.76 per share. This award represents a compensation-related stock grant under the company’s 2024 Long Term Incentive Plan for directors.

Is Daniel J. Brutto’s ITW Form 4 transaction a stock purchase or a grant?

The transaction is a stock grant, not an open-market purchase. The 765 shares were acquired pursuant to Illinois Tool Works’ 2024 Long Term Incentive Plan in connection with Brutto’s annual director stock grant, as described in the filing footnotes.

How many Illinois Tool Works shares does Daniel J. Brutto hold after this grant?

After receiving the 765-share grant, Daniel J. Brutto holds 23,951 Illinois Tool Works shares directly. This total includes 5,634 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of May 8, 2026.

What is the ITW 2024 Long Term Incentive Plan mentioned in Brutto’s Form 4?

The 2024 Long Term Incentive Plan is Illinois Tool Works’ equity compensation program. Under this plan, directors like Daniel J. Brutto receive annual stock grants, such as the 765-share award reported in this Form 4 filing.

What is the ITW Directors' Deferred Fee Plan referenced in the Form 4 footnotes?

The ITW Directors' Deferred Fee Plan allows directors to hold deferred stock instead of immediate shares. As of May 8, 2026, Daniel J. Brutto’s total 23,951-share position includes 5,634 shares of deferred stock under this plan.