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Illinois Tool Works Inc. is undertaking an offering of new senior unsecured notes under its shelf registration statement. The notes will be senior, unsubordinated obligations, not convertible or exchangeable, issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof, and may be redeemed at the company’s option at the redemption prices described, including a Treasury-rate based make‑whole call before a specified Par Call Date.
The company states that, as of June 30, 2026, it had total third‑party liabilities of approximately $13.6 billion, including approximately $9.7 billion of third‑party indebtedness, substantially all unsecured. Net proceeds are expected to be used primarily to repay indebtedness under its commercial paper program and potentially other outstanding debt, with any remaining proceeds for general corporate purposes. As of August 6, 2026, the commercial paper program had approximately $2.2 billion outstanding at a weighted average interest rate of 3.78% and a weighted average maturity of about 14 days.
The notes will be structurally subordinated to liabilities of subsidiaries and effectively subordinated to any secured debt to the extent of collateral value. The filing highlights risks including subordination to secured and subsidiary debt, potential rating changes, absence of listing and possible limited trading liquidity, and sensitivity of the notes’ market value to changes in interest rates.
Illinois Tool Works Inc. reported higher results for the quarter and six months ended June 30, 2026. Operating revenue reached $4,301 million in the quarter and $8,317 million year-to-date, up from $4,053 million and $7,892 million in 2025. Quarterly operating income rose to $1,147 million, with operating margin improving to 26.7%; year-to-date operating margin was 26.1%, up from 25.6%.
Net income for the quarter was $815 million and $1,583 million year-to-date. Diluted EPS increased to $2.84 in the quarter and $5.50 for the first half, compared with $2.58 and $4.95 a year earlier. Growth was broad-based, led by Test & Measurement and Electronics, Welding, and Polymers & Fluids, while Food Equipment and Specialty Products saw margin pressure from mix and price/cost.
Cash generation remained strong: net cash from operating activities was $1,346 million and free cash flow $1,159 million for the first half. The company ended the period with $839 million in cash and $9,694 million in total debt, and repurchased 4.3 million shares for about $1.1 billion while paying $928 million in dividends.
Illinois Tool Works Inc. reported strong second quarter 2026 results and raised its full year 2026 outlook. Q2 revenue was $4.30 billion, up 6.1% with 4.5% organic growth, led by 6.4% growth in North America. Operating income rose to $1.15 billion, and operating margin expanded 40 basis points to 26.7%, the most profitable quarter in the company’s history. GAAP diluted EPS increased 10.1% to $2.84.
Operating cash flow was $723 million and free cash flow $631 million, up 41% with 77% conversion of net income. ITW raised 2026 GAAP EPS guidance to $11.35–$11.55 per share and now expects total revenue growth of 4–5% and organic growth of 3–4%, operating margin of 26.5–27.5%, free cash flow above 100% of net income, and about $1.5 billion of share repurchases.
Illinois Tool Works Inc. filed an automatic shelf registration on Form S-3 to register debt securities. The prospectus dated July 9, 2026 describes generic terms for one or more series of unsecured senior debt to be offered from time to time, with specific terms provided in prospectus supplements. The prospectus states proceeds will be used for general corporate purposes unless a supplement specifies otherwise. It also discloses 88 divisions and approximately 43,000 employees as of December 31, 2025.
Illinois Tool Works executive Matteo C. Pigozzo, VP & Chief Accounting Officer, filed an initial ownership report showing existing holdings in common stock and restricted stock units. He indirectly holds 1,097 shares of common stock, including shares in a Roth IRA and the company 401(k) plan, and directly holds 3,669.412 shares.
He also holds several restricted stock unit awards tied to common stock, with tranches of 537.147, 559.104, and 556.321 underlying shares. Footnotes state these RSUs were granted in February 2024, 2025, and 2026 and are scheduled to vest 100% on February 9, 2027, February 14, 2028, and February 13, 2029.
Illinois Tool Works Inc. director Jennifer F. Scanlon reported an open-market purchase of 806 shares of common stock on June 2, 2026 at a weighted average price of $247.9898 per share, with individual trades executed between $247.85 and $248.03.
Following this transaction, Scanlon directly holds 1,652 shares of Illinois Tool Works common stock, which includes 846 shares of deferred stock credited under the ITW Directors' Deferred Fee Plan as of June 2, 2026.
Illinois Tool Works Inc. announced a planned leadership transition in its accounting function. Vice President & Chief Accounting Officer and Principal Accounting Officer Randall J. Scheuneman will step down from his role effective June 30, 2026 and retire from the company effective March 1, 2027, remaining as an advisor until then. The company states his retirement is not due to any disagreement regarding financial statements, internal control over financial reporting, operations, policies, or practices.
Matteo C. Pigozzo, age 55, will become Vice President & Chief Accounting Officer and Principal Accounting Officer effective July 1, 2026, as part of long-term succession planning. He has held progressively senior roles since joining in 2006 and most recently served as Vice President & Corporate Controller. The filing notes no material changes to his compensation, no selection through special arrangements, no family relationships with directors or executives, and no related-party transactions requiring disclosure.
Illinois Tool Works director Ernest Scott Santi received 1,883 shares of common stock on May 8, 2026. The shares were acquired under the company’s 2024 Long Term Incentive Plan as an annual stock grant and in lieu of part of his cash retainer.
After this compensation-related grant, Santi directly and indirectly holds a total of 266,128 shares of Illinois Tool Works common stock, including 6,778 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of May 8, 2026. This filing reflects routine equity compensation rather than an open-market purchase.
IRICK JAIME A reported acquisition or exercise transactions in this Form 4 filing.
Illinois Tool Works director Jaime A. Irick received an annual stock award of 765 shares of Common Stock on May 8, 2026 under the company’s 2024 Long Term Incentive Plan. The award was valued at $254.76 per share and increased Irick’s direct holdings to 2,286 shares. This was a compensation-related grant, not an open-market purchase.
Illinois Tool Works Inc. director Richard H. Lenny reported receiving 765 shares of common stock as a stock grant. The shares were acquired on May 8, 2026 at $254.76 per share under the company’s 2024 Long Term Incentive Plan in connection with the annual stock grant.
After this award, Lenny directly and indirectly holds 21,965 shares of common stock, including 17,604 deferred stock shares under the ITW Directors' Deferred Fee Plan, 8 shares owned jointly with his spouse, and 2,575 shares held as tenants in common with his spouse through revocable trusts.