STROBEL PAMELA B 4

What Happened

• Pamela B. Strobel, a director of Illinois Tool Works (ITW), was granted 765 shares under ITW's 2024 Long Term Incentive Plan on May 8, 2026. The award is reported at $254.76 per share for a total value of $194,891. The Form 4 lists the award transaction as "Disposed."

Key Details

• Transaction date and price: May 8, 2026 — 765 shares at $254.76/share (total $194,891).
• Transaction type: A (award/grant). The filing marks these shares as "Disposed."
• Holdings reported after transaction: filing notes 32,565 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of May 8, 2026.
• Footnotes: F1 — shares were issued under the 2024 Long Term Incentive Plan in connection with the annual stock grant. F2 — the reported ownership includes 32,565 deferred shares. Exhibit 24 (Power of Attorney) is attached.
• Filing date: May 12, 2026 (transaction reported for period ending May 8, 2026).

Context

• "A" indicates an award/grant. When an award is shown as "Disposed" on a Form 4, it commonly reflects shares that were not retained (for example, withheld to cover taxes or fees) rather than an open-market sale; the filing does not state the reason. This is a routine director stock award and does not by itself indicate the director's market view.