CROWN SUSAN 4

What Happened
Susan Crown, a director of Illinois Tool Works (ITW), was granted 61 shares on Feb 6, 2026 as an award/acquisition under ITW's 2024 Long-Term Incentive Plan. The shares were issued at $293.57 per share for a total value of $17,908. This transaction is a routine director compensation award rather than an open-market purchase or sale.

Key Details

• Transaction type: Award/Grant (Form 4 code A) on 2026-02-06; filed 2026-02-10 (timely, within two business days).
• Price per share: $293.57; shares granted: 61; total value: $17,908.
• Shares owned after transaction: form does not state a consolidated total; footnote 2 notes 20,393 deferred shares under the ITW Directors' Deferred Fee Plan as of Feb 6, 2026.
• Notable footnotes:
  • F1: Shares issued under the 2024 Long-Term Incentive Plan as quarterly director fees.
  • F2: Includes 20,393 deferred stock under the Directors' Deferred Fee Plan.
  • F3/F4: Some shares are held by trusts (beneficiaries are the reporting person’s children) and by the reporting person’s spouse.
• Reporting person disclaimer: Ms. Crown disclaims ownership of the shares described in F2 and F3 except to the extent of her pecuniary interest.
• Exhibit 24 (Power of Attorney) attached to filing.

Context
This was a compensation grant to a board director (routine for non-employee directors). Such awards are common as fee payment and do not by themselves imply management buying or selling sentiment.