Illinois Tool Works Inc. filings document a Delaware industrial manufacturer with NYSE-listed common stock and multiple NYSE-listed Euro notes. The company's 8-K reports regularly furnish quarterly operating results and related non-GAAP measures, including free cash flow, free cash flow conversion, and after-tax return on invested capital.
ITW's regulatory record also includes proxy materials covering board matters, executive compensation, equity awards, pension-related compensation adjustments, and shareholder voting items. Material-event filings describe capital and liquidity arrangements such as credit agreements, while securities disclosures identify the company's common stock and Euro note series within its public capital structure.
Illinois Tool Works President & CEO Christopher A. O’Herlihy reported equity compensation activity and related share withholding. On February 12, 2026, 7,024 performance share units granted in 2023 were settled into 7,024 shares of common stock at an exercise price of $0, lifting his directly held common stock to 62,137 shares.
On the same date, 2,610 shares of common stock at $298.51 per share were disposed of to cover tax obligations, leaving 59,527 directly held shares. He also holds 1,963 shares indirectly through the Illinois Tool Works Savings & Investment Plan as of February 12, 2026. On February 13, 2026, he received a grant of 74,320 employee stock options, exercisable at $299.60 per share and vesting in four equal annual installments beginning one year from grant.
Rauch Christopher P. reported acquisition or exercise transactions in a Form 4 filing for ITW. The filing lists transactions totaling 5,850 shares. Following the reported transactions, holdings were 5,850 shares.
Briar Hall Management LLC filed a Schedule 13G reporting a sizable passive stake in Illinois Tool Works Inc. common stock. Briar Hall reports beneficial ownership of 25,850,978 shares, representing 8.91% of the outstanding common stock.
The firm has sole voting and dispositive power over 24,878,918 shares and shared voting and dispositive power over 972,060 shares. Briar Hall certifies the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Illinois Tool Works.
Illinois Tool Works delivered steady full-year 2025 results in a challenging environment, powered by its long-running 80/20 operating model and diversified industrial portfolio. Operating revenue was $16.0 billion, up slightly from 2024, with growth in Automotive, Welding, Food Equipment and Specialty Products offsetting softness in Construction Products and certain other segments.
Operating income was $4.2 billion and operating margin was a strong 26.3%. Excluding a one-time 2024 inventory accounting benefit, 2025 margins improved thanks to enterprise initiatives that reduced cost of revenue and supported pricing, partially offset by higher employee-related expenses.
Diluted EPS was $10.49, down 10.4% from 2024, which had been boosted by a gain on the sale of the Wilsonart equity interest and the inventory accounting change. On an adjusted basis excluding those 2024 items, management notes EPS grew 3.3%.
The company continued its capital return strategy, repurchasing about 6.0 million shares for roughly $1.5 billion in 2025 under its $5.0 billion buyback program, with approximately $2.0 billion still authorized at year-end. ITW also raised its quarterly dividend from $1.50 to $1.61 per share, paying about $1.8 billion in total dividends.
Strategically, ITW is in a "Next Phase" for 2024–2030 focused on building organic growth to match its already strong margins and returns. It is leaning on its 80/20 process, customer-back innovation and decentralized culture, while making targeted acquisitions in Test & Measurement and Electronics and exiting non-core assets.
Illinois Tool Works executive Christopher P. Rauch, SVP, General Counsel & Secretary, reported the vesting of 477 restricted stock units into common shares on February 10, 2026. To cover tax withholding, the company retained 129 shares at a value of $294.25 per share, leaving him with 348 shares held directly.
Illinois Tool Works Inc. director Susan Crown received 61 shares of common stock on February 6, 2026 under the company’s 2024 Long-Term Incentive Plan as quarterly director fees at a price of $293.57 per share. After this grant, she directly holds 58,081 shares, including 20,393 deferred stock units under the ITW Directors' Deferred Fee Plan as of that date. In addition, 4,000 shares are held by trusts for her children and 4,000 shares are held by her spouse, for which she notes a pecuniary interest but disclaims full ownership.
Illinois Tool Works Inc. director Ernest Scott Santi received 119.221 shares of common stock as quarterly director fees on February 6, 2026. The shares were granted under the company’s 2024 Long-Term Incentive Plan at a reported price of $293.57 per share.
After this grant, Santi beneficially owned 258,885 common shares, including 4,866 deferred stock shares under the ITW Directors' Deferred Fee Plan as of February 6, 2026.
Illinois Tool Works Inc. director David Byron Smith Jr. reported a routine stock-based compensation grant. On February 6, 2026, he acquired 131 shares of common stock at $293.57 per share, issued under the company’s 2024 Long-Term Incentive Plan as quarterly director fees.
Following this award, he directly beneficially owns 29,325 common shares. In addition, trusts associated with him hold 255,900, 15,517, and 12,699 Illinois Tool Works common shares, reflecting indirect beneficial ownership through various trust arrangements.
Illinois Tool Works SVP & Chief HR Officer Mary Katherine Lawler reported an option exercise and share sale. On February 6, 2026, she exercised 17,279 employee stock options at $163.36 per share, receiving the same number of Illinois Tool Works common shares.
That same day, she sold 17,279 common shares at a weighted average price of about $291.90, in transactions executed between $291.66 and $292.30. After these trades, she directly held 28,781 common shares, which include 3,407 shares acquired through a dividend reinvestment plan, and indirectly held 498 shares in the company’s Savings & Investment Plan as of February 6, 2026. The option grant exercised had become fully exercisable in 2022 and now shows 0 options remaining.
Illinois Tool Works Executive Vice President Axel Beck reported option exercises and a share sale. On February 5, 2026, he exercised employee stock options for 3,261 shares at $128 and 2,608 shares at $163.36, receiving common stock.
On the same day, he sold 4,223 shares of common stock at a weighted average price of $290.22, with individual trade prices ranging from $290.14 to $290.38. After these transactions, he directly owned 5,789 shares of Illinois Tool Works common stock.