LENNY RICHARD H 4

What Happened Lenny R. Rich, a director of Illinois Tool Works (ITW), was granted 765 shares on May 8, 2026 as an award under ITW’s 2024 Long Term Incentive Plan. The shares were valued at $254.76 each, for a total grant value of approximately $194,891. This transaction is an equity award (code A) — a routine compensation grant rather than an open-market purchase or sale.

Key Details

• Transaction date: May 8, 2026; Filing date: May 12, 2026 (filed 4 days after the transaction).
• Grant details: 765 shares acquired at $254.76 per share; total value ≈ $194,891.
• Shares owned after transaction: not explicitly stated in the provided summary. Footnotes indicate holdings that count toward beneficial ownership:
  • F2: 17,604 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of May 8, 2026.
  • F3: 8 shares owned jointly with spouse and 2,575 shares held as tenants in common with spouse via revocable trusts (total 2,583).
• Footnotes: F1 notes the award was made under the Issuer’s 2024 Long Term Incentive Plan. Exhibit 24 (Power of Attorney) is attached.
• Timeliness: The Form 4 was filed four days after the reported transaction—outside the usual two-business-day window for Form 4 filings.

Context Equity awards to directors are a standard part of compensation and do not necessarily indicate a trading signal. Because this was an awarded grant (not a sale or open-market purchase), it primarily reflects routine compensation under the company’s LTIP. The filing’s delay may be procedural; late filings can be noted by regulators but do not change the nature of the grant itself.