GRIFFITH JAMES W 4

What Happened

• James W. Griffith, a director of Illinois Tool Works (ITW), was granted/received 765 shares of common stock on May 8, 2026. The reported acquisition price is $254.76 per share, for a total grant value of $194,891.
• This was an award/grant (compensation), not an open-market purchase or sale—common for director pay and generally considered routine.

Key Details

• Transaction date: May 8, 2026; Price: $254.76 per share; Shares acquired: 765; Total value: $194,891.
• Filing date with the SEC: May 12, 2026 (Accession: 0001177773-26-000002).
• Footnote F1: Shares were acquired pursuant to ITW’s 2024 Long Term Incentive Plan as the annual stock grant.
• Footnote F2: Reported holdings include 16,516 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of May 8, 2026.
• Remarks: Exhibit 24 (Power of Attorney) is attached to the filing.

Context

• This transaction is a compensation-related award under ITW’s LTIP and is a routine way companies compensate directors. Such awards increase an insider’s holdings but do not necessarily indicate a buy/sell investment decision.
• Not an option exercise or sale—no immediate cashless sale or disposition was reported.