Illinois Tool Works (ITW) director granted stock in lieu of cash retainer

Rhea-AI Filing Summary

CROWN SUSAN reported acquisition or exercise transactions in this Form 4 filing.

ILLINOIS TOOL WORKS INC director Susan Crown received a grant of 58 shares of common stock on August 7, 2026 as a non-cash retainer under the 2024 Long-Term Incentive Plan, valued at $296.66 per share. Following this award, her directly held common stock position is 59,219 shares, which includes 21,405 deferred stock shares under the ITW Directors' Deferred Fee Plan. Additional shares are held indirectly through trusts for her children and by her spouse, for which she disclaims beneficial ownership except for any pecuniary interest.

Insider Trade Summary

Net Buyer: 58 shares

Net Buy 3 txns

Insider CROWN SUSAN

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1, F2	58	$296.66	$17K
holding	Common Stock F3	--	--	--
holding	Common Stock F4	--	--	--

Holdings After Transaction: Common Stock — 59,219 shares (Direct); Common Stock — 8,000 shares (Indirect, See ftn.)

Footnotes (4)

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. Includes 21,405 shares of deferred stock granted under the ITW Directors' Deferred Fee Plan as of August 7, 2026.
3. F3. Owned by trusts of which the Reporting Person's children are beneficiaries.
4. F4. Owned by the Reporting Person's spouse.

Key Figures

Shares granted: 58 shares Grant value per share: $296.66 per share Direct holdings after grant: 59,219 shares +1 more

4 metrics

Shares granted 58 shares Common stock received in lieu of cash retainer on August 7, 2026

Grant value per share $296.66 per share Value of common stock retainer under 2024 Long-Term Incentive Plan

Direct holdings after grant 59,219 shares Total directly held Illinois Tool Works common stock after the August 7, 2026 award

Deferred stock included in holdings 21,405 shares Deferred stock granted under the ITW Directors' Deferred Fee Plan as of August 7, 2026

Key Terms

2024 Long-Term Incentive Plan, ITW Directors' Deferred Fee Plan, deferred stock, pecuniary interest

4 terms

2024 Long-Term Incentive Plan financial

"received in lieu of a cash retainer pursuant to an election made under the Issuer's 2024 Long-Term Incentive Plan"

ITW Directors' Deferred Fee Plan financial

"Includes 21,405 shares of deferred stock granted under the ITW Directors' Deferred Fee Plan"

deferred stock financial

"Includes 21,405 shares of deferred stock granted under the ITW Directors' Deferred Fee Plan"

pecuniary interest financial

"disclaims beneficial ownership of the shares described in Footnotes 3 and 4, except to the extent of the reporting person's pecuniary interest"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/11/2026 - 04:19 PM Accepted by SEC EDGAR 08/11/2026 - 04:19 PM Learn about SEC filing dates

FAQ

What insider transaction did ITW director Susan Crown report on August 7, 2026?

Susan Crown reported acquiring 58 shares of Illinois Tool Works common stock on August 7, 2026 as a grant received in lieu of a cash retainer under the 2024 Long-Term Incentive Plan.

At what value was Susan Crown’s ITW stock retainer granted?

The 58-share grant to Susan Crown was valued at $296.66 per share. This award represents stock received instead of a cash retainer under Illinois Tool Works’ 2024 Long-Term Incentive Plan for directors.

How many ITW shares does Susan Crown hold directly after this Form 4 transaction?

After the August 7, 2026 award, Susan Crown directly holds 59,219 shares of Illinois Tool Works common stock, including 21,405 shares of deferred stock under the ITW Directors' Deferred Fee Plan.

What indirect ITW share holdings related to Susan Crown are disclosed in this Form 4?

The filing notes additional Illinois Tool Works shares are owned by trusts for her children and by her spouse. Crown disclaims beneficial ownership of these shares except to the extent of her pecuniary interest in them.

Was Susan Crown’s ITW share acquisition a market purchase?

No. The acquisition was a grant of 58 shares received in lieu of a cash retainer under the 2024 Long-Term Incentive Plan, not an open-market purchase, at a stated value of $296.66 per share.

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^*

CROWN SUSAN

(Last) (First) (Middle)

1500 NORTH LAKE SHORE DRIVE

(Street)

CHICAGO ILLINOIS 60610

(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)
08/07/2026

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	08/07/2026		A		58(1)	A	$296.66	59,219(2)	D
Common Stock								4,000	I	See ftn.(3)
Common Stock								4,000	I	See ftn.(4)

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. Includes 21,405 shares of deferred stock granted under the ITW Directors' Deferred Fee Plan as of August 7, 2026.

3. Owned by trusts of which the Reporting Person's children are beneficiaries.

4. Owned by the Reporting Person's spouse.

Remarks:

The Reporting Person disclaims beneficial ownership of the shares described in Footnotes 3 and 4, except to the extent of the reporting person's pecuniary interest therein.

	/s/ Anna Oliveira, Attorney-in-Fact for Susan Crown	08/11/2026
	** 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)