ITW insider ownership: who sold, why, and what they still hold

Who	Shares	Price	% of total stake	Total stake after	Trade date	Filed
Ernest Santi Director	41,431	$287.09	13%	270K	Aug 19, 2026	Aug 21, 2026

What stands out

Three insiders sold $66.8M with no disclosed plan: Ernest Santi ($60.6M), Mary Lawler ($5.0M) and Axel Beck ($1.2M). The filings don't state a reason.Ernest Santi: largest such sale, Feb 4, 2026 · Mary Lawler: largest such sale, Feb 6, 2026 · Axel Beck: largest such sale, Feb 5, 2026

Two directors bought shares: David Smith Jr. (6.7K shares, $1.7M) and Jennifer Scanlon (806 shares, $200K).David Smith Jr.: purchase, Dec 10, 2025 · Jennifer Scanlon: purchase, Jun 2, 2026

Percentages cover 18 of 25 officers and directors. 7 are left out

Left out: David Smith Jr. (most holdings were last confirmed in 2016); Ernest Santi and Axel Beck (most of their shares vested during the period, so a percentage would mislead); Mary Lawler and Kenneth Escoe (holdings couldn't be fully reconciled); Christopher Rauch and Jennifer Scanlon (held no vested shares at the start).

Disclosed company stock is not an insider's whole wealth.

Who sold, and how much of their stake

Officers and directors, past 12 months. Each bar is 100% of that person's own stake; not comparable between people. The stake is the vested shares held at the start of the period (Oct 9, 2025); the gold part is what they sold.

SoldRest of starting stake

Ernest Santi

Director

Sold $60.6M (plan status beside the amount). That is 44% of the shares held or received (after tax withholding) during the period†. A share of the starting stake is not shown: most of these shares arrived during the period. Why

$60.6MNo plan disclosed

Mary Lawler

SVP & Chief HR Officer

Sold $5.0M (plan status beside the amount). Share of stake not shown: holdings couldn't be fully reconciled. Why

$5.0MNo plan disclosed

Axel Beck

Executive Vice President

Sold $1.2M (plan status beside the amount). That is 37% of the shares held or received (after tax withholding) during the period†. A share of the starting stake is not shown: most of these shares arrived during the period. Why

$1.2MNo plan disclosed

Pamela Strobel

Director

3.8% · $373KNo plan disclosed

Matteo Pigozzo

VP & Chief Accounting Officer

5.8% · $80KNo plan disclosed

Amounts, filings and trading plans for each seller

Selling by month

Officers and directors, Oct 2025 to Oct 2026. Each sale is counted once: under a disclosed plan, else to cover taxes, else no plan disclosed.

No plan disclosedOne dollar scale for every month; the tallest bar is labeled

Common questions

Is the Illinois Tool Works CEO selling stock?

No. Christopher O'Herlihy reported no open-market sales in the past 12 months.

Why are Illinois Tool Works insiders selling?

Filings rarely give a reason, and we don't guess at one. What they show is how the sales were made: 0% of sales by value ran under 10b5-1 trading plans disclosed in the filings and 100% had no disclosed plan. A trading plan schedules sales in advance.

Are any Illinois Tool Works insiders buying?

Yes. 2 officers or directors reported 2 purchases in the past 12 months (Form 4 code P, which includes private purchases).

How much of their stake did Illinois Tool Works insiders sell?

About 0.5% overall. As a group they ended with more shares than they started with. These figures leave out David Smith Jr., the largest holder (most holdings were last confirmed in 2016). That covers the 12 months to Oct 9, 2026 and counts vested shares reported on SEC Forms 3, 4 and 5, which is not an insider's whole wealth.

The evidence

Who sold5 officers and directors: amount, % of holdings, trading plan

Who sold	Amount	% of holdings	Trading plan
Ernest Santi Director	$60.6M 209K shares	44%† i † Most of the shares Ernest Santi sold arrived during the period, so this is shares sold as a share of the 263K held at the start plus the 221K received, less 4.2K withheld by the company for taxes.	No plan disclosed
Mary Lawler SVP & Chief HR Officer	$5.0M 17K shares	i No percentage: holdings couldn't be fully reconciled.	No plan disclosed
Axel Beck Executive Vice President	$1.2M 4.2K shares	37%† i † Most of the shares Axel Beck sold arrived during the period, so this is shares sold as a share of the 4.1K held at the start plus the 8.3K received, less 1.1K withheld by the company for taxes.	No plan disclosed
Pamela Strobel Director	$373K 1.5K shares	3.8%	No plan disclosed
Matteo Pigozzo VP & Chief Accounting Officer	$80K 277 shares	5.8%	No plan disclosed

The full ownership picture23 of 25 insiders fully reconciled · 25 officers and directors

Vested shares across all share classes, held directly and through trusts, LLCs and family members, as reported on SEC Forms 3, 4 and 5. Unvested awards and options are never counted as owned shares.

Insider

Held Oct 9, 2025

Sold

Held Oct 9, 2026

Still held

David Smith Jr.

Most of this insider's holdings were last confirmed in 2016. Confirmed in the last three years: 395,789 shares. Not confirmed since: 2,437,204 shares, left out of this row. "Still held" is not shown because it would cover only the smaller, confirmed part.

Director

394K

396K

see note

Vesting, gifts, unvested awards and holding lines for David Smith Jr.

0shares vested or exercised

−6.7Kgifted (net of own trusts)

none reportedunvested awards, start → end

Additional holdings last reported more than 3 years ago are shown separately and excluded from totals.

Held through	Share class	Oct 9, 2025	Oct 9, 2026
Direct	Common Stock	123,037	30,372
Trust	Common Stock	255,900	268,599
Trusts	Common Stock	15,517	15,517
Spouse's Trust	Common Stock	0	81,301

Additional holdings last reported May 6, 2016, not confirmed since: 2,437,204 shares. Not included in any total or percentage on this page.

Direct, Commom Stock: 14,702 shares, last reported May 6, 2016
partnership, Common Stock: 2,422,502 shares, last reported Feb 5, 2016

Reconciliation: minor difference of 81,301 shares. Difference is stated in footnotes (unreported vesting, exempt acquisition or transfer).

Ernest Santi

Minor difference of 131 shares. Difference is under 0.5% of holdings. An owner entity could not be identified from the footnotes.

Director

263K

−209K

271K

not meaningful

Vesting, gifts, unvested awards and holding lines for Ernest Santi

+218Kshares vested or exercised

0gifted (net of own trusts)

−4.2Kwithheld by the company for taxes

none reportedunvested awards, start → end

An owner entity could not be identified from the footnotes.

Held through	Share class	Oct 9, 2025	Oct 9, 2026
Direct	Common Stock	258,564	266,288
Unresolved (see footnote)	Common Stock	4,300	4,300

Stock options (not counted as shares):

Options held	Strike price	Expires	Intrinsic value (estimate)
124,295	$187.86	Feb 14, 2030	$12.6M

Estimate: options held × ($289.19 − strike price), using the most recent insider trade price on Form 4 (Aug 19, 2026), not a market close.

Reconciliation: minor difference of 131 shares. Difference is under 0.5% of holdings.

Susan Crown

Minor difference of 623 shares. Unexplained small increases, consistent with stock unit vesting or reinvested dividends. Unexplained small increases, consistent with stock unit vesting or reinvested dividends. Additional holdings last reported more than 3 years ago are shown separately and excluded from totals.

Director

66K

67K

no sales

Vesting, gifts, unvested awards and holding lines for Susan Crown

0shares vested or exercised

0gifted (net of own trusts)

14K → 14Kunvested awards, start → end

Unexplained small increases, consistent with stock unit vesting or reinvested dividends.
Additional holdings last reported more than 3 years ago are shown separately and excluded from totals.

Held through	Share class	Oct 9, 2025	Oct 9, 2026
Direct	Common Stock	57,644	59,219
See ftn	Common Stock	8,000	8,000

Additional holdings last reported Feb 11, 2004, not confirmed since: 4,000 shares. Not included in any total or percentage on this page.

Note 3, Common Stock: 4,000 shares, last reported Feb 11, 2004

Reconciliation: minor difference of 623 shares. Unexplained small increases, consistent with stock unit vesting or reinvested dividends.

Christopher O'Herlihy

Minor difference of 46 shares. Difference is under 0.5% of holdings. An owner entity could not be identified from the footnotes.

President & CEO, Director

57K

61K

no sales

Vesting, gifts, unvested awards and holding lines for Christopher O'Herlihy

+7Kshares vested or exercised

0gifted (net of own trusts)

−2.6Kwithheld by the company for taxes

none reportedunvested awards, start → end

An owner entity could not be identified from the footnotes.

Held through	Share class	Oct 9, 2025	Oct 9, 2026
Direct	Common Stock	55,113	59,527
Unresolved (see footnote)	Common Stock	1,917	1,963

Stock options (not counted as shares):

Options held	Strike price	Expires	Intrinsic value (estimate)
63,424	$255.75	Feb 9, 2034	$2.1M
72,947	$258.11	Feb 14, 2035	$2.3M
74,320	$299.60	Feb 13, 2036	$0

Estimate: options held × ($289.19 − strike price), using the most recent insider trade price on Form 4 (Aug 19, 2026), not a market close.

Reconciliation: minor difference of 46 shares. Difference is under 0.5% of holdings.

Michael Larsen

SVP & CFO

51K

55K

no sales

Vesting, gifts, unvested awards and holding lines for Michael Larsen

+6.4Kshares vested or exercised

0gifted (net of own trusts)

−2.3Kwithheld by the company for taxes

none reportedunvested awards, start → end

Held through	Share class	Oct 9, 2025	Oct 9, 2026
Direct	Common Stock	50,502	54,578

Stock options (not counted as shares):

Options held	Strike price	Expires	Intrinsic value (estimate)
28,269	$255.75	Feb 9, 2034	$945K
28,831	$258.11	Feb 14, 2035	$896K
27,830	$299.60	Feb 13, 2036	$0

Estimate: options held × ($289.19 − strike price), using the most recent insider trade price on Form 4 (Aug 19, 2026), not a market close.

Pamela Strobel

Minor difference of 2,318 shares. Unexplained small increases, consistent with stock unit vesting or reinvested dividends. Unexplained small increases, consistent with stock unit vesting or reinvested dividends.

Director

40K

−1.5K

39K

98%

Vesting, gifts, unvested awards and holding lines for Pamela Strobel

0shares vested or exercised

−1Kgifted (net of own trusts)

none reportedunvested awards, start → end

Unexplained small increases, consistent with stock unit vesting or reinvested dividends.

Held through	Share class	Oct 9, 2025	Oct 9, 2026
Direct	Common Stock	40,376	39,374

Reconciliation: minor difference of 2,318 shares. Unexplained small increases, consistent with stock unit vesting or reinvested dividends.

Mary Lawler

Holdings couldn't be fully reconciled. Balance changed without a matching transaction, and the footnote does not state the amount: +716 shares on Feb 6, 2026 (Direct). See the filing Sales and other transactions for Mary Lawler are complete.

SVP & Chief HR Officer

n/a

−17K

n/a

Vesting, gifts, unvested awards and holding lines for Mary Lawler

+20Kshares vested or exercised

0gifted (net of own trusts)

−1.2Kwithheld by the company for taxes

none reportedunvested awards, start → end

An owner entity could not be identified from the footnotes.

Holdings couldn't be fully reconciled. Balance changed without a matching transaction, and the footnote does not state the amount: +716 shares on Feb 6, 2026 (Direct). The balances below are as reported, not verified totals.

Held through	Share class	Oct 9, 2025	Oct 9, 2026
Direct	Common Stock	28,065	30,307
Unresolved (see footnote)	Common Stock	462	498

Stock options (not counted as shares):

Options held	Strike price	Expires	Intrinsic value (estimate)
11,959	$255.75	Feb 9, 2034	$400K
12,505	$258.11	Feb 14, 2035	$389K
12,333	$299.60	Feb 13, 2036	$0

Estimate: options held × ($289.19 − strike price), using the most recent insider trade price on Form 4 (Aug 19, 2026), not a market close.

Jay Henderson

Minor difference of 588 shares. Unexplained small increases, consistent with stock unit vesting or reinvested dividends. Unexplained small increases, consistent with stock unit vesting or reinvested dividends.

Director

24K

25K

no sales

Vesting, gifts, unvested awards and holding lines for Jay Henderson

0shares vested or exercised

0gifted (net of own trusts)

none reportedunvested awards, start → end

Unexplained small increases, consistent with stock unit vesting or reinvested dividends.

Held through	Share class	Oct 9, 2025	Oct 9, 2026
Direct	Common Stock	23,735	25,088

Reconciliation: minor difference of 588 shares. Unexplained small increases, consistent with stock unit vesting or reinvested dividends.

Daniel Brutto

Minor difference of 137 shares. Unexplained small increases, consistent with stock unit vesting or reinvested dividends. Unexplained small increases, consistent with stock unit vesting or reinvested dividends.

Director

23K

24K

no sales

Vesting, gifts, unvested awards and holding lines for Daniel Brutto

0shares vested or exercised

0gifted (net of own trusts)

none reportedunvested awards, start → end

Unexplained small increases, consistent with stock unit vesting or reinvested dividends.

Held through	Share class	Oct 9, 2025	Oct 9, 2026
Direct	Common Stock	23,049	23,951

Reconciliation: minor difference of 137 shares. Unexplained small increases, consistent with stock unit vesting or reinvested dividends.

James Griffith

Minor difference of 381 shares. Unexplained small increases, consistent with stock unit vesting or reinvested dividends. Unexplained small increases, consistent with stock unit vesting or reinvested dividends.

Director

23K

24K

no sales

Vesting, gifts, unvested awards and holding lines for James Griffith

0shares vested or exercised

0gifted (net of own trusts)

none reportedunvested awards, start → end

Unexplained small increases, consistent with stock unit vesting or reinvested dividends.

Held through	Share class	Oct 9, 2025	Oct 9, 2026
Direct	Common Stock	22,981	24,127

Reconciliation: minor difference of 381 shares. Unexplained small increases, consistent with stock unit vesting or reinvested dividends.

Richard Lenny

Minor difference of 407 shares. Unexplained small increases, consistent with stock unit vesting or reinvested dividends. Unexplained small increases, consistent with stock unit vesting or reinvested dividends. Additional holdings last reported more than 3 years ago are shown separately and excluded from totals.

Director

21K

22K

no sales

Vesting, gifts, unvested awards and holding lines for Richard Lenny

0shares vested or exercised

0gifted (net of own trusts)

none reportedunvested awards, start → end

Unexplained small increases, consistent with stock unit vesting or reinvested dividends.
Additional holdings last reported more than 3 years ago are shown separately and excluded from totals.

Held through	Share class	Oct 9, 2025	Oct 9, 2026
Direct	Common Stock	20,793	21,965

Additional holdings last reported May 8, 2015, not confirmed since: 3,012 shares. Not included in any total or percentage on this page.

Direct, Commom Stock: 3,012 shares, last reported May 8, 2015

Reconciliation: minor difference of 407 shares. Unexplained small increases, consistent with stock unit vesting or reinvested dividends.

Randall Scheuneman

VP & Chief Accounting Officer

10K

11K

no sales

Vesting, gifts, unvested awards and holding lines for Randall Scheuneman

+803shares vested or exercised

0gifted (net of own trusts)

−253withheld by the company for taxes

none reportedunvested awards, start → end

Held through	Share class	Oct 9, 2025	Oct 9, 2026
Direct	Common Stock	10,314	10,864

Stock options (not counted as shares):

Options held	Strike price	Expires	Intrinsic value (estimate)
3,479	$255.75	Feb 9, 2034	$116K
3,404	$258.11	Feb 14, 2035	$106K
3,225	$299.60	Feb 13, 2036	$0

Estimate: options held × ($289.19 − strike price), using the most recent insider trade price on Form 4 (Aug 19, 2026), not a market close.

Kenneth Escoe

Holdings couldn't be fully reconciled. Balance changed without a matching transaction, and the footnote does not state the amount: +170 shares on Feb 12, 2026 (Direct). See the filing Sales and other transactions for Kenneth Escoe are complete.

Executive Vice President

n/a

Vesting, gifts, unvested awards and holding lines for Kenneth Escoe

+1.9Kshares vested or exercised

0gifted (net of own trusts)

−568withheld by the company for taxes

none reportedunvested awards, start → end

An owner entity could not be identified from the footnotes.

Holdings couldn't be fully reconciled. Balance changed without a matching transaction, and the footnote does not state the amount: +170 shares on Feb 12, 2026 (Direct). The balances below are as reported, not verified totals.

Held through	Share class	Oct 9, 2025	Oct 9, 2026
Direct	Common Stock	6,665	8,150
Unresolved (see footnote)	Common Stock	1,345	1,482

Stock options (not counted as shares):

Options held	Strike price	Expires	Intrinsic value (estimate)
9,060	$255.75	Feb 9, 2034	$303K
10,421	$258.11	Feb 14, 2035	$324K
10,120	$299.60	Feb 13, 2036	$0

Estimate: options held × ($289.19 − strike price), using the most recent insider trade price on Form 4 (Aug 19, 2026), not a market close.

Sharon Szafranski

Executive Vice President

7.2K

8.7K

no sales

Vesting, gifts, unvested awards and holding lines for Sharon Szafranski

+2.1Kshares vested or exercised

0gifted (net of own trusts)

−631withheld by the company for taxes

none reportedunvested awards, start → end

Held through	Share class	Oct 9, 2025	Oct 9, 2026
Direct	Common Stock	7,196	8,663

Stock options (not counted as shares):

Options held	Strike price	Expires	Intrinsic value (estimate)
9,785	$255.75	Feb 9, 2034	$327K
10,421	$258.11	Feb 14, 2035	$324K
10,120	$299.60	Feb 13, 2036	$0

Estimate: options held × ($289.19 − strike price), using the most recent insider trade price on Form 4 (Aug 19, 2026), not a market close.

Darrell Ford

Minor difference of 130 shares. Unexplained small increases, consistent with stock unit vesting or reinvested dividends. Unexplained small increases, consistent with stock unit vesting or reinvested dividends.

Director

6.8K

7.8K

no sales

Vesting, gifts, unvested awards and holding lines for Darrell Ford

0shares vested or exercised

0gifted (net of own trusts)

none reportedunvested awards, start → end

Unexplained small increases, consistent with stock unit vesting or reinvested dividends.

Held through	Share class	Oct 9, 2025	Oct 9, 2026
Direct	Common Stock	6,750	7,787

Reconciliation: minor difference of 130 shares. Unexplained small increases, consistent with stock unit vesting or reinvested dividends.

Matteo Pigozzo

Minor difference of 7 shares. Difference is under 0.5% of holdings. Started reporting during the period; starting holdings are from the Form 3. An owner entity could not be identified from the footnotes.

VP & Chief Accounting Officer

4.8K

−277

4.5K

94%

Vesting, gifts, unvested awards and holding lines for Matteo Pigozzo

0shares vested or exercised

0gifted (net of own trusts)

1.7K → 1.7Kunvested awards, start → end

Started reporting during the period; starting holdings are from the Form 3.
An owner entity could not be identified from the footnotes.

Held through	Share class	Oct 9, 2025	Oct 9, 2026
Direct	Common Stock	3,669	3,394
Unresolved (see footnote)	Common Stock	1,097	1,103

Reconciliation: minor difference of 7 shares. Difference is under 0.5% of holdings.

Axel Beck

Executive Vice President

4.1K

−4.2K

7.1K

not meaningful

Vesting, gifts, unvested awards and holding lines for Axel Beck

+8.3Kshares vested or exercised

0gifted (net of own trusts)

−1.1Kwithheld by the company for taxes

none reportedunvested awards, start → end

Held through	Share class	Oct 9, 2025	Oct 9, 2026
Direct	Common Stock	4,143	7,124

Stock options (not counted as shares):

Options held	Strike price	Expires	Intrinsic value (estimate)
10,510	$255.75	Feb 9, 2034	$351K
10,768	$258.11	Feb 14, 2035	$335K
10,120	$299.60	Feb 13, 2036	$0

Estimate: options held × ($289.19 − strike price), using the most recent insider trade price on Form 4 (Aug 19, 2026), not a market close.

Javier Carbonell

Executive Vice President

2.7K

3.6K

no sales

Vesting, gifts, unvested awards and holding lines for Javier Carbonell

+1.9Kshares vested or exercised

0gifted (net of own trusts)

−923withheld by the company for taxes

none reportedunvested awards, start → end

Held through	Share class	Oct 9, 2025	Oct 9, 2026
Direct	Common Stock	2,670	3,630

Stock options (not counted as shares):

Options held	Strike price	Expires	Intrinsic value (estimate)
9,423	$255.75	Feb 9, 2034	$315K
10,421	$258.11	Feb 14, 2035	$324K
10,120	$299.60	Feb 13, 2036	$0

Estimate: options held × ($289.19 − strike price), using the most recent insider trade price on Form 4 (Aug 19, 2026), not a market close.

Patricia Hartzell

Executive Vice President

2.7K

no sales

Vesting, gifts, unvested awards and holding lines for Patricia Hartzell

+1.9Kshares vested or exercised

0gifted (net of own trusts)

−569withheld by the company for taxes

none reportedunvested awards, start → end

Held through	Share class	Oct 9, 2025	Oct 9, 2026
Direct	Common Stock	2,651	3,965

Stock options (not counted as shares):

Options held	Strike price	Expires	Intrinsic value (estimate)
9,060	$255.75	Feb 9, 2034	$303K
10,421	$258.11	Feb 14, 2035	$324K
10,436	$299.60	Feb 13, 2036	$0

Estimate: options held × ($289.19 − strike price), using the most recent insider trade price on Form 4 (Aug 19, 2026), not a market close.

Kelly Grier

Minor difference of 5 shares. Difference is under 0.5% of holdings.

Director

2.6K

3.3K

no sales

Vesting, gifts, unvested awards and holding lines for Kelly Grier

0shares vested or exercised

0gifted (net of own trusts)

none reportedunvested awards, start → end

Held through	Share class	Oct 9, 2025	Oct 9, 2026
Direct	Common Stock	2,562	3,332

Reconciliation: minor difference of 5 shares. Difference is under 0.5% of holdings.

Guilherme Silva

Executive Vice President

2.2K

2.6K

no sales

Vesting, gifts, unvested awards and holding lines for Guilherme Silva

+598shares vested or exercised

0gifted (net of own trusts)

−193withheld by the company for taxes

1.1K → 1.1Kunvested awards, start → end

Held through	Share class	Oct 9, 2025	Oct 9, 2026
Direct	Common Stock	2,152	2,557

Stock options (not counted as shares):

Options held	Strike price	Expires	Intrinsic value (estimate)
2,605	$235.52	Feb 10, 2033	$140K
3,709	$217.72	Feb 11, 2032	$265K
3,300	$200.98	Feb 12, 2031	$291K
2,539	$187.86	Feb 14, 2030	$257K
6,886	$255.75	Feb 9, 2034	$230K
8,336	$258.11	Feb 14, 2035	$259K
8,538	$299.60	Feb 13, 2036	$0

Estimate: options held × ($289.19 − strike price), using the most recent insider trade price on Form 4 (Aug 19, 2026), not a market close.

Jaime Irick

Director

1.5K

2.3K

no sales

Vesting, gifts, unvested awards and holding lines for Jaime Irick

0shares vested or exercised

0gifted (net of own trusts)

none reportedunvested awards, start → end

Held through	Share class	Oct 9, 2025	Oct 9, 2026
Direct	Common Stock	1,521	2,286

Mark Thibeault

Executive Vice President

281

593

no sales

Vesting, gifts, unvested awards and holding lines for Mark Thibeault

+469shares vested or exercised

0gifted (net of own trusts)

−157withheld by the company for taxes

907 → 907unvested awards, start → end

Held through	Share class	Oct 9, 2025	Oct 9, 2026
Direct	Common Stock	281	593

Stock options (not counted as shares):

Options held	Strike price	Expires	Intrinsic value (estimate)
2,547	$217.72	Feb 11, 2032	$182K
2,355	$255.75	Feb 9, 2034	$79K
2,047	$235.52	Feb 10, 2033	$110K
6,599	$258.11	Feb 14, 2035	$205K
6,957	$299.60	Feb 13, 2036	$0

Estimate: options held × ($289.19 − strike price), using the most recent insider trade price on Form 4 (Aug 19, 2026), not a market close.

Christopher Rauch

SVP, General Counsel & Secy.

348

no sales

Vesting, gifts, unvested awards and holding lines for Christopher Rauch

+477shares vested or exercised

0gifted (net of own trusts)

−129withheld by the company for taxes

1.3K → 1.3Kunvested awards, start → end

Held through	Share class	Oct 9, 2025	Oct 9, 2026
Direct	Common Stock	0	348

Stock options (not counted as shares):

Options held	Strike price	Expires	Intrinsic value (estimate)
5,850	$299.60	Feb 13, 2036	$0

Estimate: options held × ($289.19 − strike price), using the most recent insider trade price on Form 4 (Aug 19, 2026), not a market close.

Jennifer Scanlon

Minor difference of 6 shares. Difference is under 0.5% of holdings. Started reporting during the period; starting holdings are from the Form 3.

Director

1.8K

no sales

Vesting, gifts, unvested awards and holding lines for Jennifer Scanlon

0shares vested or exercised

0gifted (net of own trusts)

none reportedunvested awards, start → end

Started reporting during the period; starting holdings are from the Form 3.

Held through	Share class	Oct 9, 2025	Oct 9, 2026
Direct	Common Stock	0	1,776

Reconciliation: minor difference of 6 shares. Difference is under 0.5% of holdings.

23 of 25 insiders fully reconciled: starting holdings plus reported transactions match ending holdings (10 exactly, 13 with a minor or footnoted difference). For 2 we show sales but not holdings; the ! icon on their rows explains why. Percentages cover 18 of 25 officers and directors. Left out: David Smith Jr. (most holdings were last confirmed in 2016); Ernest Santi and Axel Beck (most of their shares vested during the period, so a percentage would mislead); Mary Lawler and Kenneth Escoe (holdings couldn't be fully reconciled); Christopher Rauch and Jennifer Scanlon (held no vested shares at the start). "Still held" compares ending with starting vested shares; a plus sign means the holding grew.

What explains the selling$67.3M of sales by plan status, purpose, seller and month

Officer and director open-market sales: $67.3M across 232,076 shares. Plan status and stated purpose are separate questions, and a sale can have both.

By plan status

No plan disclosed · $67.3M

Sales with no 10b5-1 plan and no tax reference in the filing. $60.6M of it is Ernest Santi. No plan disclosed is a statement about the filing, not about why the sale happened. Largest such sale: Ernest Santi, Feb 4, 2026

Taxes

14,899 shares ($4.4M) were withheld by the company for taxes, which isn't a market sale.

Purchases · 2 buyers (2 trades)

2 officers and directors bought shares in this period, in 2 trades(Form 4 code P). Across all their filings on record there are 21 purchase trades.

Seller	Shares sold	Proceeds	Under a disclosed plan	Share of total	Sales dates
Ernest Santi Director	209K	$60.6M	0%	90%	Feb 4, 2026 to Aug 19, 2026
Mary Lawler SVP & Chief HR Officer	17K	$5.0M	0%	7%	Feb 6, 2026 to Feb 6, 2026
Axel Beck Executive Vice President	4.2K	$1.2M	0%	2%	Feb 5, 2026 to Feb 5, 2026
Pamela Strobel Director	1.5K	$373K	0%	0.6%	Nov 5, 2025 to Nov 5, 2025
Matteo Pigozzo VP & Chief Accounting Officer	277	$80K	0%	0.1%	Aug 13, 2026 to Aug 13, 2026

Sales by month

Month	Sale proceeds	Disclosed plan	To cover taxes	No plan disclosed
Oct 2025	$0	$0	$0	$0
Nov 2025	$373K	$0	$0	$373K
Dec 2025	$0	$0	$0	$0
Jan 2026	$0	$0	$0	$0
Feb 2026	$55.0M	$0	$0	$55.0M
Mar 2026	$0	$0	$0	$0
Apr 2026	$0	$0	$0	$0
May 2026	$0	$0	$0	$0
Jun 2026	$0	$0	$0	$0
Jul 2026	$0	$0	$0	$0
Aug 2026	$12.0M	$0	$0	$12.0M
Sep 2026	$0	$0	$0	$0
Oct 2026	$0	$0	$0	$0

Is this normal? Selling year by year5 earlier years to compare with

In line with the past 5 years. 5 insiders sold; the average is 4 a year.

12 months ending	Shares sold	Insiders who sold	Proceeds
Oct 9, 2026 Latest 12 months	232K	5	$67.3M
Oct 9, 2025 1 year earlier	252K	5	$67.4M
Oct 9, 2024 2 years earlier	251K	5	$64.5M
Oct 10, 2023 3 years earlier	352K	4	$85.8M
Oct 10, 2022 4 years earlier	178K	3	$41.3M
Oct 10, 2021 5 years earlier	299K	5	$62.8M

Open-market sales (Form 4 code S) by people who were officers or directors, in split-adjusted shares. Earlier years include people who have since left. A sale that an outside holder also reports (a family trust, a fund) is counted with outside holders in every year. Shares, not dollars, are compared, so a change in the stock price doesn't look like a change in selling. Years the filings don't fully cover are shown but left out of the average.

Known gaps and uncertainty2 insiders whose holdings couldn't be fully reconciled

Mary Lawler: holdings couldn't be fully reconciled (difference of 752 shares). Balance changed without a matching transaction, and the footnote does not state the amount: +716 shares on Feb 6, 2026 (Direct). Filing, Feb 6, 2026

Footnote: "Includes 3,407 shares acquired under a dividend reinvestment plan."

Kenneth Escoe: holdings couldn't be fully reconciled (difference of 307 shares). Balance changed without a matching transaction, and the footnote does not state the amount: +170 shares on Feb 12, 2026 (Direct). Filing, Feb 12, 2026

Footnote: "Common stock acquired upon settlement of performance share units and accrued dividend equivalents thereon, following certification of applicable performance metrics. | Each performance share unit represents a contingent right to receive one share of the Company's common stock."

David Smith Jr.: minor difference of 81,301 shares. Difference is stated in footnotes (unreported vesting, exempt acquisition or transfer).

Ernest Santi: minor difference of 131 shares. Difference is under 0.5% of holdings.

Susan Crown: minor difference of 623 shares. Unexplained small increases, consistent with stock unit vesting or reinvested dividends.

Christopher O'Herlihy: minor difference of 46 shares. Difference is under 0.5% of holdings.

Pamela Strobel: minor difference of 2,318 shares. Unexplained small increases, consistent with stock unit vesting or reinvested dividends.

Jay Henderson: minor difference of 588 shares. Unexplained small increases, consistent with stock unit vesting or reinvested dividends.

Daniel Brutto: minor difference of 137 shares. Unexplained small increases, consistent with stock unit vesting or reinvested dividends.

James Griffith: minor difference of 381 shares. Unexplained small increases, consistent with stock unit vesting or reinvested dividends.

Richard Lenny: minor difference of 407 shares. Unexplained small increases, consistent with stock unit vesting or reinvested dividends.

Darrell Ford: minor difference of 130 shares. Unexplained small increases, consistent with stock unit vesting or reinvested dividends.

Matteo Pigozzo: minor difference of 7 shares. Difference is under 0.5% of holdings.

Kelly Grier: minor difference of 5 shares. Difference is under 0.5% of holdings.

Jennifer Scanlon: minor difference of 6 shares. Difference is under 0.5% of holdings.

Inferred rename: "my daughter to which I disclaim beneficial ownership" is treated as the same holder as "my spouse and my daughter to which I disclaim beneficial ownership", because the old name was never reported again and the new one opened with the same balance (400 shares). Old name, new name

Inferred rename: "Trust (1)(2)(3)" is treated as the same holder as "Trusts (1)(2)(3)", because the old name was never reported again and the new one opened with the same balance (15,080,454 shares). Old name, new name

Inferred rename: "Note 2" is treated as the same holder as "Note 3", because the old name was never reported again and the new one opened with the same balance (4,000 shares). Old name, new name

Inferred rename: "Note 3" is treated as the same holder as "See ftn", because the old name was never reported again and the new one opened with the same balance (4,000 shares). Old name, new name

Inferred rename: "Trust" is treated as the same holder as "Trusts (1)", because the old name was never reported again and the new one opened with the same balance (7,202,318 shares). Old name, new name

Inferred rename: "In Trusts" is treated as the same holder as "Trusts (2)", because the old name was never reported again and the new one opened with the same balance (4,858,914 shares). Old name, new name

Inferred rename: "Trusts (1)" is treated as the same holder as "Trusts", because the old name was never reported again and the new one opened with the same balance (6,891,818 shares). Old name, new name

Inferred typo: the share class "Common Stocik" is treated as the same class as "Common Stock" on 1 holding line, because the two spellings are nearly identical and each balance carried over exactly. Example (Ronald Kropp, 3,839 shares): old title, new title

Inferred typo: the share class "Commom Stock" is treated as the same class as "Common Stock" on 2 holding lines, because the two spellings are nearly identical and each balance carried over exactly. Example (Michael Zimmerman, 817 shares): old title, new title

External context: we only cite outside events when a documented connection exists. None is shown for this period.

Sources and methodology1,772 filings from SEC EDGAR, and how we read them

All 1,772 Forms 3, 4 and 5 filed for Illinois Tool Works (SEC CIK 49826) from Sep 20, 1999 to Aug 21, 2026, retrieved from SEC EDGAR on Oct 9, 2026. Prices are the ones reported in each filing, often weighted averages. 51 older filings exist only on paper and could not be read.

Probable 2-for-1 stock split on or before May 25, 2006 (split date stated in a footnote). Splits aren't reported as transactions; 13 holding lines changed by exactly this ratio, so earlier share counts are restated.

Holdings. Each holding line (a share class plus an owner, such as a trust or LLC) carries its last reported balance forward. Entities first reported during the period start at zero, so transfers between an insider's own trusts don't count as selling. Lines not reported for three years or more are listed separately and left out of totals.

Sales. A sale counts as under a 10b5-1 plan if its footnote cites one or the filing's Rule 10b5-1 box is checked, and as tax-related if its footnote cites tax obligations or sell-to-cover. Shares withheld by the company for taxes are listed separately. Sales with neither attribute are labeled "no plan disclosed".

Full methodology

Former or inactive filers (46)No filing in 18 months; last reported balances, not in any total

Name	Last filed	Last reported balance
Jennifer Schott	Feb 18, 2025	2,382 shares, last reported balance as of Feb 13, 2025
Michael Zimmerman	Feb 14, 2024	15,657 shares, last reported balance as of Feb 12, 2024
Anre Williams	Nov 14, 2022	6,675 shares, last reported balance as of Nov 1, 2022
Lei Schlitz	May 13, 2022	12,323 shares, last reported balance as of May 11, 2022
John Hartnett	Feb 17, 2022	23,300 shares, last reported balance as of Feb 15, 2022
Kevin Warren	May 11, 2021	15,248 shares, last reported balance as of May 7, 2021
Norman Finch Jr.	May 5, 2021	11,931 shares, last reported balance as of May 3, 2021
Steven Martindale	Feb 17, 2021	49,890 shares, last reported balance as of Feb 15, 2021
Harold Smith	May 12, 2020	40,733,735 shares, last reported balance as of May 8, 2020
James Skinner	May 12, 2020	53,654 shares, last reported balance as of May 8, 2020
Andrew Mines	Nov 4, 2019	No balance on record
Juan Valls	Sep 16, 2019	26,355 shares, last reported balance as of Sep 12, 2019
Sundaram Nagarajan	Feb 20, 2019	29,081 shares, last reported balance as of Feb 15, 2019
Roland Martel	Feb 20, 2018	29,445 shares, last reported balance as of Feb 15, 2018
Robert Morrison	May 9, 2017	99,741 shares, last reported balance as of May 5, 2017
David Parry	Feb 16, 2017	9,817 shares, last reported balance as of Feb 14, 2017
Maria Green	Feb 18, 2015	16,279 shares, last reported balance as of Feb 13, 2015
Don Davis Jr.	Feb 10, 2015	55,527 shares, last reported balance as of Feb 6, 2015
Robert McCormack	May 30, 2014	15,378,232 shares, last reported balance as of May 28, 2014
Timothy Gardner	May 5, 2014	20,291 shares, last reported balance as of May 1, 2014
Sharon Brady	Apr 25, 2014	9,119 shares, last reported balance as of Apr 23, 2014
Craig Hindman	Mar 25, 2014	31,764 shares, last reported balance as of Mar 21, 2014
Ronald Kropp	Apr 26, 2013	No balance on record
Jane Warner	Feb 20, 2013	19,237 shares, last reported balance as of Feb 15, 2013
David Speer	Aug 27, 2012	176,480 shares, last reported balance as of Aug 24, 2012
James Wooten Jr.	Feb 21, 2012	25,584 shares, last reported balance as of Feb 13, 2012
Eugene Osterkorn	May 24, 2011	3,771 shares, last reported balance as of May 20, 2011
Marvin Brailsford	Apr 29, 2011	24,979 shares, last reported balance as of Apr 27, 2011
Allan Sutherland	Apr 28, 2011	39,695 shares, last reported balance as of Apr 27, 2011
Robert Brunner	Apr 28, 2011	5,890 shares, last reported balance as of Apr 27, 2011
Philip Gresh Jr.	Feb 14, 2011	16,394 shares, last reported balance as of Feb 11, 2011
Thomas Hansen	Feb 14, 2011	21,730 shares, last reported balance as of Feb 11, 2011
William Aldinger III	Feb 16, 2010	32,739 shares, last reported balance as of Feb 12, 2010
Russell Flaum	Sep 22, 2009	96,949 shares, last reported balance as of Sep 18, 2009
Michael Birck	Apr 21, 2008	36,426 shares, last reported balance as of Apr 17, 2008
Hugh Zentmyer	Feb 11, 2008	76,973 shares, last reported balance as of Feb 8, 2008
Robert Callahan	Feb 2, 2007	11,414 shares, last reported balance as of Jan 31, 2007
James Farrell	May 10, 2006	377,298 shares, last reported balance as of May 5, 2006
David Flood	Apr 25, 2006	33,016 shares, last reported balance as of Apr 21, 2006
John Campbell	Feb 2, 2006	25,890 shares, last reported balance as of Dec 20, 2005
Frank Ptak	Dec 29, 2005	65,274 shares, last reported balance as of Dec 28, 2005
Stewart Hudnut	Oct 4, 2005	57,740 shares, last reported balance as of Sep 30, 2005
Jon Kinney	Sep 8, 2005	48,196 shares, last reported balance as of Aug 5, 2005
James Ringler	Dec 17, 2004	20,576 shares, last reported balance as of Dec 16, 2004
James Cantalupo	Mar 22, 2004	10,732 shares, last reported balance as of Mar 19, 2004
Phillip Rooney		No balance on record

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Illinois Tool Works insiders sold $67.3M in the past 12 months. How much of their stake is that?

What stands out

Who sold, and how much of their stake

Selling by month

Common questions

Is the Illinois Tool Works CEO selling stock?

Why are Illinois Tool Works insiders selling?

Are any Illinois Tool Works insiders buying?

How much of their stake did Illinois Tool Works insiders sell?

The evidence

No plan disclosed · $67.3M

Taxes

Purchases · 2 buyers (2 trades)

Sales by month