Illinois Tool Works (ITW) 10-K risk factor changes: FY2025 vs FY2024

Over 50% of the Company's net sales are derived from customers outside the United States, and the Company currently operates in [removed: 51] [added: 49] countries.

The Company has had significant divestiture activity in the past in accordance with its portfolio management [removed: initiative, and it divested one business in the first quarter of 2023 as it continues portfolio refinements to maintain portfolio discipline.][added: initiative.]

Although the Company has implemented compliance programs which include internal controls, [added: internal audits,] policies and procedures and employee training to deter prohibited practices, these measures may not be effective in preventing employees, agents or business partners from violating or circumventing such internal policies and violating applicable laws and regulations.

Forward-looking statements may be identified by the use of words such as "believe," "expect," "plans," "intend," "may," "strategy," "prospects," "estimate," "will," "should," "could," "project," "target," "anticipate," "guidance," "forecast," and other similar words, and may include, without limitation, statements regarding the duration and potential effects of global supply chain challenges, [removed: related government actions] [added: the current] and [added: expected impact of U.S. trade policy, including tariffs and related retaliatory countermeasures,] the [removed: Company's strategy in response thereto on] [added: expected impact of] the [removed: Company's business,] [added: One Big Beautiful Bill Act,] future financial and operating performance, free cash flow, economic and regulatory conditions in various geographic regions, the impact of foreign currency fluctuations, the timing and amount of benefits from the Company's enterprise strategy initiatives, the timing and amount of dividends and share repurchases, the protection of the Company's intellectual property, the likelihood of future goodwill or intangible asset impairment charges, the impact of adopting new accounting pronouncements, the adequacy of internally generated funds and credit facilities to service debt and finance the Company's capital allocation priorities, the sufficiency of U.S. generated cash to fund cash requirements in the U.S., the cost and availability of additional financing, the availability of raw materials and energy and the impact of raw material cost inflation, [added: the Company's] enterprise initiatives, the Company's portion of future benefit payments related to pension and postretirement benefits, the Company's information technology infrastructure, potential acquisitions and divestitures and the expected performance of acquired businesses and impact of divested businesses, the impact of U.S. and global tax legislation and the estimated timing and amount related to the resolution of tax matters, the cost of compliance with environmental regulations, the impact of interest rate changes, the impact of failure of the Company's employees to comply with applicable laws and regulations, and the outcome of outstanding legal proceedings.

It divested one business in the first quarter of 2023 as it continues portfolio refinements to maintain portfolio discipline.

Illinois Tool Works Inc. (the "Company" or "ITW") is a global manufacturer of a diversified range of industrial products and equipment with [removed: 86] [added: 88] divisions in [removed: 51] [added: 49] countries.

As of December 31, [removed: 2024,] [added: 2025,] the Company employed approximately [removed: 44,000] [added: 43,000] people.

Through the application of data driven insights generated by 80/20 practice, ITW focuses on its [added: largest and best opportunities (the "80") and eliminates cost, complexity and distractions associated with the less profitable opportunities (the "20").]

These customer insights and learnings drive innovation at ITW and have contributed to a portfolio of approximately [removed: 20,900] [added: 21,800] granted and pending patents; [added: and]

ITW now has [removed: 86] [added: 88] scaled-up divisions with significantly enhanced focus on growth investments, core customers and products, and customer-back innovation.

Operating revenue related to [removed: these divested businesses] [added: this business] that was included in the Company's results of operations [added: was $9 million] for the twelve months ended December 31, [removed: 2022 was $106 million.][added: 2023.]

Operating revenue related to this business that was included in the Company's results of operations was $9 million [removed: and $37 million] for the twelve months ended December 31, [removed: 2023 and 2022, respectively.][added: 2023.]

Refer to Note [removed: 3.][added: 5.]

[added: During the Next Phase,] ITW will continue to drive 80/20 Front-to-Back practice excellence in every division in the Company, every [removed: day.][added: day, further improving customer-facing performance and supporting additional structural margin expansion at the enterprise level.]

The Company has four immaterial Russian subsidiaries with [removed: total] [added: net] assets of approximately [removed: $22] [added: $38] million as of December 31, [removed: 2024.][added: 2025.]

The revenue for these four subsidiaries for the twelve months ended December 31, [removed: 2024] [added: 2025] was approximately $24 million.

The allocation of purchase price for [removed: these acquisitions] [added: this acquisition] will be completed as soon as practicable, but no later than one year from the acquisition date.

The LIFO provision for the [removed: years] [added: year] ended December 31, 2023 [removed: and 2022] was $6 million of [removed: expense and $7 million of income, respectively,] [added: expense,] and was not material to the Company’s results of operations, financial position or cash flows.

In [removed: a challenging and dynamic environment,] [added: 2025,] the Company delivered solid financial results in [removed: 2024] [added: a challenging and dynamic environment] primarily due to the [removed: continued successful] [added: strong] execution [removed: of] [added: on] enterprise initiatives [removed: and continued focus on] [added: as an outcome of] the highly differentiated ITW Business Model.

Refer to the "Results of Operations for Total Company" and the "Results of Operations by Segment" sections for discussion of changes in operating revenue for [removed: 2024] [added: 2025] compared to [removed: 2023] [added: 2024] and [removed: 2023] [added: 2024] compared to [removed: 2022.][added: 2023.]

| Dollars in millions | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Operating Revenue | | | $ | [removed: 15,898] [added: 16,044] | | | | | $ | [removed: 16,107] [added: 15,898] | | | | | $ | [removed: 15,932] [added: 16,107] | |

| Cost of revenue | | | $ | [removed: 8,858] [added: 8,969] | | | | | $ | [removed: 9,316] [added: 8,858] | | | | | $ | [removed: 9,429] [added: 9,316] | |

| Percent of operating revenue | | | [removed: 55.7] [added: 55.9] | | % | | | | [removed: 57.8] [added: 55.7] | | % | | | | [removed: 59.2] [added: 57.8] | | % |

| Selling, administrative, and research and development expenses | | | $ | [removed: 2,675] [added: 2,779] | | | | | $ | [removed: 2,638] [added: 2,675] | | | | | $ | [removed: 2,579] [added: 2,638] | |

| Percent of operating revenue | | | [removed: 16.8] [added: 17.3] | | % | | | | [removed: 16.4] [added: 16.8] | | % | | | | [removed: 16.2] [added: 16.4] | | % |

| Amortization and impairment of intangible assets | | | $ | [removed: 101] [added: 80] | | | | | $ | [removed: 113] [added: 101] | | | | | $ | [removed: 134] [added: 113] | |

| Percent of operating revenue | | | [removed: 0.6] [added: 0.5] | | % | | | | [removed: 0.7] [added: 0.6] | | % | | | | [removed: 0.8] [added: 0.7] | | % |

Cost of [removed: revenue] [added: revenue, excluding the first quarter 2024 LIFO accounting method change,] as a percent of operating revenue improved in [removed: 2023] [added: 2025] compared to [removed: 2022] [added: 2024] primarily due to benefits from the Company's enterprise [removed: initiatives and positive operating leverage,] [added: initiatives,] partially offset by higher employee-related expenses.

Selling, administrative, and research and development expenses were [removed: $2.7] [added: $2.78] billion in [removed: 2024, $2.6] [added: 2025, $2.68] billion in [removed: 2023] [added: 2024] and [removed: $2.6] [added: $2.64] billion in [removed: 2022.][added: 2023.]

Selling, administrative, and research and development expenses [removed: as a percent of operating revenue were slightly higher] in [removed: 2023] [added: 2025 increased 3.9%] compared to [removed: 2022] [added: 2024] primarily due to higher employee-related expenses and [added: higher] research and development expenses, partially offset by [removed: positive operating leverage and] benefits from the Company's enterprise initiatives.

Amortization and impairment of intangible assets was [removed: $101] [added: $80] million in [removed: 2024, $113] [added: 2025, $101] million in [removed: 2023] [added: 2024] and [removed: $134] [added: $113] million in [removed: 2022.][added: 2023.]

Refer to the "Results of Operations for Total Company" and the "Results of Operation by Segment" sections for additional discussion of operating results for [removed: 2024] [added: 2025] compared to [removed: 2023] [added: 2024] and [removed: 2023] [added: 2024] compared to [removed: 2022.][added: 2023.]

The Company's consolidated results of operations for [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] were as follows:

| | | | 2024 | | | | | | 2023 | | | | | | | | | | | | Inc (Dec) | | | | | | Organic | | | [removed: Acquisition/ Divestiture] [added: Acquisition/Divestiture] | | | Restructuring | | | [removed: | | |] Foreign Currency | | | Total | | |

Other Income [added: (Expense) in Item 8.]

[added: Other Income] (Expense) and Note 6.

The [removed: 2023] [added: 2024] effective tax rate benefited from [removed: a] discrete income tax [removed: benefit of $20 million in] [added: benefits during] the [removed: second] [added: third] quarter of [removed: 2023] [added: 2024 of $107 million] related [removed: to amended 2021 U.S. taxes.]

| | | | [removed: 2023] [added: 2025] | | | | | | [removed: 2022] [added: 2024] | | | | | | | | | | | | Inc (Dec) | | | | | | Organic | | | Acquisition/ Divestiture | | | Restructuring | | | | | | Foreign Currency | | | Total | | |

- Operating revenue increased due to higher organic [removed: revenue, partially offset by the impact of divestiture activity in the second quarter of 2023 and the fourth quarter of 2022,] [added: revenue] and the [removed: unfavorable] [added: favorable] effect of foreign currency translation.

[removed: -] Organic revenue [added: in China] increased [removed: 2.0%] [added: 8.7%] as growth in [removed: five] [added: the Automotive OEM, Test & Measurement and Electronics, Welding, Polymers & Fluids and Specialty Products] segments was partially offset by a decline in the [removed: Specialty Products] [added: Food Equipment] and Construction Products segments.

Product line simplification activities reduced organic revenue by [removed: 50] [added: 60] basis points.

◦North American organic revenue [removed: decreased 0.3%] [added: declined 0.7%] as a [removed: decline] [added: decrease] in the [added: Construction Products,] Test & Measurement and Electronics, [removed: Specialty Products,] Automotive [removed: OEM, Welding] [added: OEM] and [removed: Construction Products] [added: Polymers & Fluids] segments was partially offset by growth in the Food [removed: Equipment] [added: Equipment, Welding] and [removed: Polymers & Fluids] [added: Specialty Products] segments.

◦Europe, Middle East and Africa organic revenue [removed: increased 3.9%] [added: decreased 2.2%] as [removed: growth in three segments was partially offset by] a decline in the [added: Test & Measurement and Electronics,] Construction Products, [added: Automotive OEM,] Polymers & [removed: Fluids,] [added: Fluids and Food Equipment segments was partially offset by growth in the] Specialty Products and Welding segments.

◦Asia Pacific organic revenue [removed: increased 6.9%] [added: grew 6.3%] as growth in [removed: five] [added: the Automotive OEM, Test & Measurement and Electronics, Welding, Polymers & Fluids and Specialty Products] segments was partially offset by a decline in the [removed: Specialty Products and] Construction Products [added: and Food Equipment] segments.

The Company has completed the allocation of purchase price for both of these acquisitions.

On October 1, 2025, the Company completed the acquisition of one business in the Test & Measurement and Electronics segment for $120 million, net of cash acquired, and subject to certain closing adjustments.

The Company has completed the allocation of purchase price for both of these acquisitions.

On October 1, 2025, the Company completed the acquisition of one business in the Test & Measurement and Electronics segment for $120 million, net of cash acquired, and subject to certain closing adjustments.

The allocation of purchase price for this acquisition will be completed as soon as practicable, but no later than one year from the acquisition date.

On April 2, 2025, the United States government announced additional tariffs on goods imported to the U.S. from numerous countries.

In response, certain countries retaliated with additional counter-tariffs or are working to negotiate with the U.S government regarding tariffs.

Tariffs on goods from many countries became effective on August 1, 2025.

The Company believes it is well positioned to minimize the impact of these tariffs because its businesses generally manufacture products in the markets where they are sold and the Company expects to recover the increased cost of tariffs through price increases.

However, current tariff policies have introduced additional uncertainty and may negatively impact overall demand from the Company's customers.

The Company continues to assess the impact of the tariffs and actions that can be taken to moderate and/or minimize their effects on the Company.

On July 4, 2025, the One Big Beautiful Bill Act (the "OBBBA") was enacted in the United States, which extended and modified certain provisions of the 2017 Tax Cuts and Jobs Act (the "TCJA").

The provisions of the OBBBA did not have any impact on the Company's operating results, financial position or cash flows for the twelve months ended December 31, 2025, and is not expected to have a material impact on future periods.

Cost of revenue was $8.97 billion in 2025, $8.86 billion in 2024 and $9.32 billion in 2023.

Cost of revenue increased 1.2% in 2025 compared to 2024.

Excluding the first quarter 2024 LIFO accounting method change of $117 million, Cost of revenue decreased 0.1% in 2025 compared to 2024 primarily due to benefits from the Company's enterprise initiatives, partially offset by higher employee-related expenses.

2025 compared to 2024

| Operating revenue | | | $ | 16,044 | | | | | $ | 15,898 | | | | | | | | | | | 0.9 | | % | | | | — | | % | 0.1 | | % | — | | % | | | | 0.8 | | % | 0.9 | | % |

| Operating income | | | $ | 4,216 | | | | | $ | 4,264 | | | | | | | | | | | (1.1) | | % | | | | (1.8) | | % | (0.1) | | % | — | | % | | | | 0.8 | | % | (1.1) | | % |

- Operating income of $4.2 billion declined 1.1%, or increased 1.7% excluding the $117 million favorable impact of the LIFO accounting method changed discussed previously.

- Operating margin of 26.3% decreased 50 basis points.

The effective tax rate for 2025 included a discrete tax benefit of $21 million in the first quarter of 2025 related to the reversal of a valuation allowance on net operating loss carryforwards.

Additionally, the 2025 effective tax rate benefited from a discrete tax benefit in the third quarter of 2025 of $43 million related to the estimated U.S. federal tax liability for 2024, partially offset by a $16 million discrete tax expense related primarily to the resolution of a foreign tax audit.

to the utilization of capital loss carryforwards upon the sale of Wilsonart and $87 million related to a reorganization of the Company's intellectual property, partially offset by a $73 million discrete tax expense related to the remeasurement of unrecognized tax benefits associated with various intercompany transactions.

- Diluted earnings per share ("EPS") of $10.49 in 2025 decreased 10.4%, or increased 3.3% excluding the favorable impact of $1.26 from the third quarter 2024 Wilsonart transaction and the favorable impact from the first quarter 2024 LIFO accounting method change of $0.30.

Other Income (Expense) and Note 6.

| Unallocated | | | (141) | | | | | | 49 | | | | | | (34) | | |

Unallocated expenses in 2025 included higher employee-related expenses, including health and welfare expenses and insurance-related expenses as compared to 2024.

2025 compared to 2024

| Operating revenue | | | $ | 3,288 | | | | | $ | 3,188 | | | | | | | | | | | 3.2 | | % | | | | 2.0 | | % | — | | % | — | | % | 1.2 | | % | 3.2 | | % |

| Operating income | | | $ | 693 | | | | | $ | 625 | | | | | | | | | | | 10.9 | | % | | | | 9.8 | | % | — | | % | (0.2) | | % | 1.3 | | % | 10.9 | | % |

◦European organic revenue decreased 1.2% compared to European auto builds which declined 1% primarily due to customer mix and product line simplification activities.

Auto builds of foreign automotive manufacturers in China, where the Company has higher content per vehicle, declined 5%.

2025 compared to 2024

| Operating revenue | | | $ | 2,699 | | | | | $ | 2,647 | | | | | | | | | | | 1.9 | | % | | | | 0.8 | | % | — | | % | — | | % | 1.1 | | % | 1.9 | | % |

| Operating income | | | $ | 753 | | | | | $ | 719 | | | | | | | | | | | 4.6 | | % | | | | 3.0 | | % | — | | % | 0.4 | | % | 1.2 | | % | 4.6 | | % |

◦North American organic revenue grew 1.8%.

2025 compared to 2024

| | | | 2025 | | | | | | 2024 | | | | | | | | | | | | Inc (Dec) | | | | | | Organic | | | Acquisition/Divestiture | | | Restructuring | | | | | | Foreign Currency | | | Total | | |

| Operating revenue | | | $ | 2,825 | | | | | $ | 2,818 | | | | | | | | | | | 0.2 | | % | | | | (1.4) | | % | 0.4 | | % | — | | % | | | | 1.2 | | % | 0.2 | | % |

largest and best opportunities (the "80") and eliminates cost, complexity and distractions associated with the less profitable opportunities (the "20").

In the second quarter of 2022, plans were approved to divest two businesses, including one business in the Polymers & Fluids segment and one business in the Food Equipment segment.

In the fourth quarter of 2022, both of these businesses were divested.

The business in the Polymers & Fluids segment was sold for $220 million, subject to certain closing adjustments, resulting in a pre-tax gain of $156 million.

The business in the Food Equipment segment was sold for $59 million, subject to certain closing adjustments, resulting in a pre-tax gain of $41 million.

Divestitures in Item 8.

The purchase price for both acquisitions was subject to certain closing adjustments.

The sale of the Company’s equity interest in Wilsonart is not expected to have a material impact on the Company’s financial results in subsequent periods.

80/20 Front-to-Back Practice Excellence

Driving strong operational excellence in the quality of 80/20 Front-to-Back practice across the Company, division by division, will produce further customer-facing performance improvement in a number of divisions and additional structural margin expansion at the enterprise level.

These two businesses were classified as held for sale beginning in the second quarter of 2022.

On October 3, 2022, the business in the Polymers & Fluids segment was sold for $220 million, subject to certain closing adjustments, resulting in a pre-tax gain of $156 million.

On December 1, 2022, the business in the Food Equipment segment was sold for $59 million, subject to certain closing adjustments, resulting in a pre-tax gain of $41 million.

The pre-tax gains were included in Other income (expense) in the Statement of Income.

Income taxes on the gains were mostly offset by the utilization of capital loss carryforwards of $32 million.

Operating revenue related to this business that was included in the Company's results of operations for the twelve months ended December 31, 2023 and 2022 was $9 million and $37 million, respectively.

Cost of revenue was $8.9 billion in 2024, $9.3 billion in 2023 and $9.4 billion in 2022.

Cost of revenue was 1.2% lower in 2023 compared to 2022 primarily due to the impact of divestiture activity in the second quarter of 2023 and the fourth quarter of 2022, which reduced cost of revenue by 1.0%.

Expenses in 2023 increased 2.3% compared to 2022 driven by a 3.0% increase resulting from higher organic revenue, partially offset by the impact of divestiture activity which reduced expenses by 0.7%.

2023 compared to 2022

| Operating revenue | | | $ | 16,107 | | | | | $ | 15,932 | | | | | | | | | | | 1.1 | | % | | | | 2.0 | | % | (0.8) | | % | — | | % | | | | (0.1) | | % | 1.1 | | % |

| Operating income | | | $ | 4,040 | | | | | $ | 3,790 | | | | | | | | | | | 6.6 | | % | | | | 7.6 | | % | (0.5) | | % | (0.2) | | % | | | | (0.3) | | % | 6.6 | | % |

| Operating margin % | | | 25.1 | | % | | | | 23.8 | | % | | | | | | | | | | 130 bps | | | | | | 130 bps | | | 10 bps | | | (10) bps | | | | | | — | | | 130 bps | | |

The 2022 effective tax rate benefited from discrete income tax benefits of $32 million in the fourth quarter of 2022 related to the utilization of capital loss carryforwards and $51 million in the second quarter of 2022 related to a decrease in unrecognized tax benefits resulting from the resolution of a U.S. tax audit.

- Diluted earnings per share ("EPS") of $9.74 in 2023 decreased 0.3%.

Excluding the favorable impact of $0.60 per diluted share in 2022 related to the pre-tax divestiture gains of $197 million in the fourth quarter of 2022, or $188 million after-tax including the impact of the $32 million discrete tax benefit noted above, EPS increased 6.2%.

| Unallocated | | | 49 | | | | | | (34) | | | | | | (102) | | |

Unallocated expenses in 2023 were lower as compared to 2022 primarily due to the impact of lower corporate expenses, including favorable health and welfare expenses, and an immaterial insurance recovery.

| Operating revenue | | | $ | 3,235 | | | | | $ | 2,969 | | | | | | | | | | | 9.0 | | % | | | | 8.8 | | % | — | | % | — | | % | 0.2 | | % | 9.0 | | % |

| Operating income | | | $ | 561 | | | | | $ | 499 | | | | | | | | | | | 12.4 | | % | | | | 11.7 | | % | — | | % | 1.1 | | % | (0.4) | | % | 12.4 | | % |

Additionally, automotive industry labor actions in North America negatively impacted operating results in the second half of 2023.

◦European organic revenue grew 12.5% compared to European auto builds which increased 13%.

| Operating revenue | | | $ | 2,622 | | | | | $ | 2,444 | | | | | | | | | | | 7.3 | | % | | | | 7.8 | | % | (1.2) | | % | — | | % | 0.7 | | % | 7.3 | | % |

| Operating income | | | $ | 713 | | | | | $ | 618 | | | | | | | | | | | 15.2 | | % | | | | 15.4 | | % | (0.7) | | % | (0.3) | | % | 0.8 | | % | 15.2 | | % |

On December 1, 2022, the Company completed the sale of a business.

Operating revenue for this business that was included in the Company's results of operations for the year ended December 31, 2022 was $30 million.

| Operating income | | | $ | 686 | | | | | $ | 684 | | | | | | | | | | | 0.3 | | % | | | | 1.3 | | % | — | | % | (0.5) | | % | | | | (0.5) | | % | 0.3 | | % |

| Operating revenue | | | $ | 1,902 | | | | | $ | 1,894 | | | | | | | | | | | 0.4 | | % | | | | 0.3 | | % | — | | % | — | | % | 0.1 | | % | 0.4 | | % |

| Operating income | | | $ | 605 | | | | | $ | 583 | | | | | | | | | | | 3.7 | | % | | | | 3.4 | | % | — | | % | (0.1) | | % | 0.4 | | % | 3.7 | | % |

| Operating margin % | | | 31.8 | | % | | | | 30.8 | | % | | | | | | | | | | 100 bps | | | | | | 100 bps | | | — | | | — | | | — | | | 100 bps | | |

The Company operates in the U.S. and [removed: 50] [added: 48] foreign countries.

The [removed: Company designated the €1.0 billion] [added: outstanding balances] of [added: the] Euro notes issued in May 2014, [removed: the €1.0 billion of Euro notes issued in] May 2015, [removed: the €1.6 billion of Euro notes issued in] June [removed: 2019,] [added: 2019 and May 2024, and] the [removed: €1.3 billion of Euro] term [removed: loans borrowed] [added: loan] under the Euro Credit Agreement [removed: in May 2023 and the €1.5 billion of Euro notes issued in May 2024] [added: are designated] as hedges of a portion of [removed: its] [added: the Company's] net investment in Euro-denominated foreign operations to reduce foreign currency risk associated with the investment in these operations.

Financial Statements and Supplemental Data for additional information regarding the [removed: redemption of these notes.][added: Company's outstanding Euro debt.]

The amount of pre-tax gain (loss) related to these notes that was recorded in Other comprehensive income (loss) for the twelve months ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] was [removed: $301] [added: $(589)] million, [removed: $(109)] [added: $301] million and [removed: $205] [added: $(109)] million, respectively.

The carrying value of the outstanding balance of Euro-denominated debt that was designated as a net investment hedge as of December 31, 2025 and December 31, 2024 was $5.0 billion and $4.4 billion, respectively.

On February 22, 2022, €500 million of the Euro notes issued in May 2014 were redeemed in full, on May 22, 2023, €500 million of the Euro notes issued in May 2015 were repaid on the due date and on December 5, 2024, €600 million of the Euro notes issued in May 2019 were repaid on the due date.

On May 22, 2024, the Company also repaid €550 million of the term loans under the Euro Credit Agreement.

The Company is a global manufacturer of a diversified range of industrial products and equipment with [removed: 86] [added: 88] divisions in [removed: 51] [added: 49] countries.

As of December 31, [removed: 2024,] [added: 2025,] the Company employed approximately [removed: 44,000] [added: 43,000] people.

This segment primarily serves the food and beverage, consumer durables, [added: airlines,] general industrial, [removed: airlines,] industrial capital goods and printing and publishing markets.

These customer insights and learnings drive innovation at ITW and have contributed to a portfolio of approximately [removed: 20,900] [added: 21,800] granted and pending patents; [added: and]

ITW now has [removed: 86] [added: 88] scaled-up divisions with significantly enhanced focus on growth investments, core customers and products, and customer-back innovation.

Operating revenue related to [removed: these divested businesses] [added: this business] that was included in the Company's results of operations [added: was $9 million] for the twelve months ended December 31, [removed: 2022 was $106 million.][added: 2023.]

[added: During the Next Phase,] ITW will continue to drive 80/20 Front-to-Back practice excellence in every division in the Company, every [removed: day.][added: day, further improving customer-facing performance and supporting additional structural margin expansion at the enterprise level.]

With operations in [removed: 51] [added: 49] countries, the Company offers a wide range of products in a myriad of markets, many of which are fragmented, and the Company encounters a variety of competitors that vary by product line, end market and geographic area.

The Company owns approximately [removed: 4,100] [added: 4,200] unexpired U.S. patents and [removed: 10,500] [added: 10,400] unexpired foreign patents covering articles, methods and machines.

In addition, the Company has approximately [removed: 1,500] [added: 1,600] applications for patents pending in the U.S. Patent Office and [removed: 4,800] [added: 5,600] applications pending in foreign patent offices.

As of December 31, [removed: 2024,] [added: 2025,] the Company employed approximately [removed: 44,000] [added: 43,000] people, with approximately 16,000 people located in the United States and the remainder in multiple other countries where the Company's businesses operate.

Executive Officers of the Company as of February [removed: 14, 2025] [added: 13, 2026] were as follows:

| Name | | | Age | | | Present Position | | | First Year in Present Position | | | Other Positions Held During [removed: 2020-2024] [added: 2021-2025] | | |

| Christopher A. O'Herlihy | | | [removed: 61] [added: 62] | | | President & Chief Executive Officer | | | 2024 | | | Vice Chairman 2015-2023. | | |

| Axel R.J. Beck | | | [removed: 59] [added: 60] | | | Executive Vice President | | | 2020 | | | [removed: Group President, food equipment businesses, 2016-2020.] | | |

| T. Kenneth Escoe | | | [removed: 49] [added: 50] | | | Executive Vice President | | | 2020 | | | | | |

| Javier Gracia Carbonell | | | [removed: 52] [added: 53] | | | Executive Vice President | | | 2022 | | | Group President, construction businesses, 2020-2021. | | |

| Patricia A. Hartzell | | | [removed: 48] [added: 49] | | | Executive Vice President | | | 2022 | | | Group President, test & measurement and electronics businesses, 2020-2021. | | |

| Michael M. Larsen | | | [removed: 56] [added: 57] | | | Senior Vice President & Chief Financial Officer | | | 2013 | | | | | |

| Mary K. Lawler | | | [removed: 59] [added: 60] | | | Senior Vice President & Chief Human Resources Officer | | | 2014 | | | | | |

| Randall J. Scheuneman | | | [removed: 57] [added: 58] | | | Vice President & Chief Accounting Officer | | | 2009 | | | | | |

| [removed: Jennifer K. Schott] [added: Christopher P. Rauch] | | | [removed: 51] [added: 56] | | | Senior Vice President, General Counsel & Secretary | | | [removed: 2021] [added: 2025] | | | [removed: Deputy General] [added: Chief IP] Counsel & Assistant Secretary, [removed: Caterpillar, Inc., 2019-2021.] [added: 2019 -2025.] | | |

| Guilherme Silva | | | [removed: 49] [added: 50] | | | Executive Vice President | | | 2024 | | | Group President, polymers & fluids businesses, 2020-2021; Group President, test & measurement and electronics businesses, 2021-2023. | | |

| Sharon A. Szafranski | | | [removed: 58] [added: 59] | | | Executive Vice President | | | 2020 | | | | | |

| Mark A. Thibeault | | | [removed: 41] [added: 42] | | | Executive Vice President | | | 2025 | | | Vice President/General Manager, test & measurement and electronics businesses, 2019-2022; Group President, test & measurement and electronics businesses, 2022-2024. | | |

The Company has completed the allocation of purchase price for both of these acquisitions.

On October 1, 2025, the Company completed the acquisition of one business in the Test & Measurement and Electronics segment for $120 million, net of cash acquired, and subject to certain closing adjustments.

The allocation of purchase price for this acquisition will be completed as soon as practicable, but no later than one year from the acquisition date.

In the second quarter of 2022, plans were approved to divest two businesses, including one business in the Polymers & Fluids segment and one business in the Food Equipment segment.

In the fourth quarter of 2022, both of these businesses were divested.

The business in the Polymers & Fluids segment was sold for $220 million, subject to certain closing adjustments, resulting in a pre-tax gain of $156 million.

The business in the Food Equipment segment was sold for $59 million, subject to certain closing adjustments, resulting in a pre-tax gain of $41 million.

Operating revenue related to this business that was included in the Company's results of operations was $9 million and $37 million for the twelve months ended December 31, 2023 and 2022, respectively.

The purchase price for both acquisitions was subject to certain closing adjustments.

The sale of the Company’s equity interest in Wilsonart is not expected to have a material impact on the Company’s financial results in subsequent periods.

80/20 Front-to-Back Practice Excellence

Driving strong operational excellence in the quality of 80/20 Front-to-Back practice across the Company, division by division, will produce further customer-facing performance improvement in a number of divisions and additional structural margin expansion at the enterprise level.

The Company's Code of Ethics for the CEO and key financial and accounting personnel is also posted on the Company's website.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, [removed: 2024] [added: 2025] was approximately [removed: $70.1] [added: $71.9] billion based on the New York Stock Exchange closing sales price as of June 30, [removed: 2024.][added: 2025.]

Shares of common stock outstanding at January 31, [removed: 2025: 293.5] [added: 2026: 288.2] million.

| Portions of the [removed: 2025] [added: 2026] Proxy Statement for Annual Meeting of Stockholders to be held on May [removed: 2, 2025.] [added: 8, 2026.] | | | | | | Part III | | |

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| [Item [removed: 16.](#ibfcf79ae2d6544b5879fd3b336a5e208_232)] [added: 16.](#ic4d1c44140e34739822bdf4147f5213d_229)] | | | [Form 10-K [removed: Summary](#ibfcf79ae2d6544b5879fd3b336a5e208_232)] [added: Summary](#ic4d1c44140e34739822bdf4147f5213d_229)] | | | [removed: [85](#ibfcf79ae2d6544b5879fd3b336a5e208_232)] [added: [85](#ic4d1c44140e34739822bdf4147f5213d_229)] | | |

| | | | [PART I](#ic4d1c44140e34739822bdf4147f5213d_10) | | | | | |

| | | | [PART II](#ic4d1c44140e34739822bdf4147f5213d_34) | | | | | |

| | | | [PART III](#ic4d1c44140e34739822bdf4147f5213d_202) | | | | | |

| | | | [PART IV](#ic4d1c44140e34739822bdf4147f5213d_220) | | | | | |

| | | | [Signatures](#ic4d1c44140e34739822bdf4147f5213d_232) | | | [86](#ic4d1c44140e34739822bdf4147f5213d_232) | | |

| | | | [PART I](#ibfcf79ae2d6544b5879fd3b336a5e208_10) | | | | | |

| | | | [PART II](#ibfcf79ae2d6544b5879fd3b336a5e208_34) | | | | | |

| | | | [PART III](#ibfcf79ae2d6544b5879fd3b336a5e208_205) | | | | | |

| | | | [PART IV](#ibfcf79ae2d6544b5879fd3b336a5e208_223) | | | | | |

| | | | [Signatures](#ibfcf79ae2d6544b5879fd3b336a5e208_235) | | | [86](#ibfcf79ae2d6544b5879fd3b336a5e208_235) | | |

- Vulnerability [removed: management] [added: management;] and

While the Company's information systems are exposed to cybersecurity threats and risks, the Company has not experienced any material cybersecurity incidents during [removed: 2024, 2023] [added: 2025, 2024] or [removed: 2022,] [added: 2023,] and any costs or operational impacts related to cybersecurity incidents were immaterial during this period.

Additionally, the Audit Committee of the Board of Directors receives quarterly cybersecurity reports from senior management which cover any identified cybersecurity incidents, [removed: results of third party vulnerability testing,] [added: significant cybersecurity risks,] and key developments in policies and practices during the quarter.

As of December 31, [removed: 2024,] [added: 2025,] the Company operated approximately 410 plants and office facilities, excluding regional sales offices and warehouse facilities.

Common Stock Data— The Company's common stock is listed on the New York Stock Exchange under the trading symbol "ITW." There were approximately [removed: 4,199] [added: 3,957] holders of record of common stock as of January 31, [removed: 2025.][added: 2026.]

[removed: ][added: ]

*Assumes $100 invested on December 31, [removed: 2019,] [added: 2020,] including reinvestment of dividends.

Copyright© [removed: 2025] [added: 2026] Standard & Poor's, a division of S&P Global.

The [removed: 2024] [added: 2025] peer group consists of the following 17 public companies, consistent with the peer group included in the Company's Proxy Statement:

There were no changes in the Company's peer group in [removed: 2024.][added: 2025.]

On [removed: August 3, 2018,] [added: May 7, 2021,] the Company announced a stock repurchase program which provided for the repurchase of up to $3.0 billion of the Company's common stock over an open-ended period of time (the [removed: "2018] [added: "2021] Program").

As of December 31, [removed: 2024,] [added: 2025,] there were approximately [removed: $3.5] [added: $2.0] billion of authorized repurchases remaining under the 2023 Program.

Share repurchase activity under the Company's share repurchase programs for the fourth quarter of [removed: 2024] [added: 2025] was as follows:

| October 2025 | | | 0.7 | | | | | | $ | 245.80 | | | | | 0.7 | | | | | | $ | 2,191 | |

| November 2025 | | | 0.3 | | | | | | $ | 242.94 | | | | | 0.3 | | | | | | $ | 2,110 | |

| December 2025 | | | 0.5 | | | | | | $ | 251.20 | | | | | 0.5 | | | | | | $ | 1,990 | |

| Total | | | 1.5 | | | | | | | | | | | | 1.5 | | | | | | | | |

The 2018 Program was completed in the first quarter of 2022.

On May 7, 2021, the Company announced a stock repurchase program which provided for the repurchase of up to an additional $3.0 billion of the Company's common stock over an open-ended period of time (the "2021 Program").

| October 2024 | | | 0.5 | | | | | | $ | 258.91 | | | | | 0.5 | | | | | | $ | 3,721 | |

| November 2024 | | | 0.5 | | | | | | $ | 271.32 | | | | | 0.5 | | | | | | $ | 3,597 | |

| December 2024 | | | 0.4 | | | | | | $ | 269.58 | | | | | 0.4 | | | | | | $ | 3,490 | |

| Total | | | 1.4 | | | | | | | | | | | | 1.4 | | | | | | | | |

ITW management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on our assessment we believe that, as of December 31, [removed: 2024,] [added: 2025,] the Company's internal control over financial reporting is effective based on those criteria.

The effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their attestation report included herein.

| /s/ Christopher A. O'Herlihy Christopher A. O'Herlihy President & Chief Executive Officer February [removed: 14, 2025] [added: 13, 2026] | | | | | | /s/ Michael M. Larsen Michael M. Larsen Senior Vice President & Chief Financial Officer February [removed: 14, 2025] [added: 13, 2026] | | |

We have audited the accompanying consolidated statements of financial position of Illinois Tool Works Inc. and subsidiaries (the "Company") as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, changes in stockholders' equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the "financial statements").

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)*.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

Income Taxes [removed: —] [added: -] Refer to Note 6 to the financial statements

When calculating income tax [removed: expense] [added: expense,] management makes estimates and assumptions, including determination of the completeness of book income in each jurisdiction, calculation of taxable income through identification and classification of book to tax differences (either temporary or permanent items), consideration of applicable tax deductions or credits and the identification of uncertain tax positions.

With the assistance of our income tax specialists, our principal audit procedures related to the auditing of certain elements of income tax expense, identification of uncertain tax positions and measurement of unrecognized tax [removed: benefits] [added: benefits,] and certain planning transactions with income tax expense implications included the following, among others:

[removed: February 14, 2025][added: | | | | 2025 | | | | | | | | |]

| In millions except per share amounts | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Operating Revenue | | | $ | [removed: 15,898] [added: 16,044] | | | | | $ | [removed: 16,107] [added: 15,898] | | | | | $ | [removed: 15,932] [added: 16,107] | |

| Cost of revenue | | | [removed: 8,858] [added: 8,969] | | | | | | [removed: 9,316] [added: 8,858] | | | | | | [removed: 9,429] [added: 9,316] | | |

| Selling, administrative, and research and development expenses | | | [removed: 2,675] [added: 2,779] | | | | | | [removed: 2,638] [added: 2,675] | | | | | | [removed: 2,579] [added: 2,638] | | |

| Amortization and impairment of intangible assets | | | [removed: 101] [added: 80] | | | | | | [removed: 113] [added: 101] | | | | | | [removed: 134] [added: 113] | | |

| Operating Income | | | [removed: 4,264] [added: 4,216] | | | | | | [removed: 4,040] [added: 4,264] | | | | | | [removed: 3,790] [added: 4,040] | | |

| Interest expense | | | [removed: (283)] [added: (292)] | | | | | | [removed: (266)] [added: (283)] | | | | | | [removed: (203)] [added: (266)] | | |

| Other income (expense) | | | [removed: 441] [added: 42] | | | | | | [removed: 49] [added: 441] | | | | | | [removed: 255] [added: 49] | | |

| Income Before Taxes | | | [removed: 4,422] [added: 3,966] | | | | | | [removed: 3,823] [added: 4,422] | | | | | | [removed: 3,842] [added: 3,823] | | |

| Income taxes | | | [removed: 934] [added: 900] | | | | | | [removed: 866] [added: 934] | | | | | | [removed: 808] [added: 866] | | |

| Net Income | | | $ | [removed: 3,488] [added: 3,066] | | | | | $ | [removed: 2,957] [added: 3,488] | | | | | $ | [removed: 3,034] [added: 2,957] | |

| Basic | | | $ | [removed: 11.75] [added: 10.52] | | | | | $ | [removed: 9.77] [added: 11.75] | | | | | $ | [removed: 9.80] [added: 9.77] | |

| Diluted | | | $ | [removed: 11.71] [added: 10.49] | | | | | $ | [removed: 9.74] [added: 11.71] | | | | | $ | [removed: 9.77] [added: 9.74] | |

| In millions | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Foreign currency translation adjustments, net of tax | | | [removed: (104)] [added: 21] | | | | | | [removed: 41] [added: (104)] | | | | | | [removed: (242)] [added: 41] | | |

| Pension and other postretirement benefit adjustments, net of tax | | | [removed: 61] [added: 29] | | | | | | [removed: (34)] [added: 61] | | | | | | [removed: (97)] [added: (34)] | | |

| Other comprehensive income (loss) | | | [removed: (43)] [added: 50] | | | | | | [removed: 7] [added: (43)] | | | | | | [removed: (339)] [added: 7] | | |

| Comprehensive Income | | | $ | [removed: 3,445] [added: 3,116] | | | | | $ | [removed: 2,964] [added: 3,445] | | | | | $ | [removed: 2,695] [added: 2,964] | |

| In millions except per share amounts | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Cash and equivalents | | | $ | [removed: 948] [added: 851] | | | | | $ | [removed: 1,065] [added: 948] | |

| Trade receivables | | | [removed: 2,991] [added: 3,227] | | | | | | [removed: 3,123] [added: 2,991] | | |

| Inventories | | | [removed: 1,605] [added: 1,659] | | | | | | [removed: 1,707] [added: 1,605] | | |

| Prepaid expenses and other current assets | | | [removed: 312] [added: 463] | | | | | | [removed: 340] [added: 312] | | |

| Total current assets | | | [removed: 5,856] [added: 6,200] | | | | | | [removed: 6,235] [added: 5,856] | | |

| Net plant and equipment | | | [removed: 2,036] [added: 2,230] | | | | | | [removed: 1,976] [added: 2,036] | | |

| Goodwill | | | [removed: 4,839] [added: 5,098] | | | | | | [removed: 4,909] [added: 4,839] | | |

| Intangible assets | | | [removed: 592] [added: 591] | | | | | | [removed: 657] [added: 592] | | |

| Deferred income taxes | | | [removed: 369] [added: 519] | | | | | | [removed: 479] [added: 369] | | |

February 13, 2026

| Net Income | | | $ | 3,066 | | | | | $ | 3,488 | | | | | $ | 2,957 | |

| In millions except per share amounts | | | 2025 | | | | | | 2024 | | |

| | | | $ | 16,148 | | | | | $ | 15,067 | |

| | | | $ | 16,148 | | | | | $ | 15,067 | |

| Excise tax on repurchases of common stock | | | — | | | — | | | — | | | (13) | | | — | | | — | | | (13) | | |

| Balance as of December 31, 2025 | | | $ | 6 | | $ | 1,771 | | $ | 30,150 | | $ | (26,875) | | $ | (1,827) | | $ | 1 | | $ | 3,226 | |

| Net income | | | $ | 3,066 | | | | | $ | 3,488 | | | | | $ | 2,957 | |

| Amortization and impairment of intangible assets | | | 80 | | | | | | 101 | | | | | | 113 | | |

Income Taxes for additional information regarding income taxes.

| In millions | | | 2025 | | | | | | 2024 | | |

| In millions | | | 2025 | | | | | | 2024 | | |

The Company has completed the allocation of purchase price for both of these acquisitions.

On October 1, 2025, the Company completed the acquisition of one business in the Test & Measurement and Electronics segment for $120 million, net of cash acquired, and subject to certain closing adjustments.

On July 4, 2025, the One Big Beautiful Bill Act (the "OBBBA") was enacted in the United States, which extended and modified certain provisions of the 2017 Tax Cuts and Jobs Act (the "TCJA").

The provisions of the OBBBA did not have any impact on the Company's operating results, financial position or cash flows for the twelve months ended December 31, 2025, and is not expected to have a material impact on future periods.

| In millions | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| In millions | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

Effective with the Company's annual disclosures for the year ended December 31, 2025, the Company prospectively adopted new guidance which requires disclosure of specific categories and greater disaggregation of information presented in the effective tax rate reconciliation.

The following table is a reconciliation between the U.S. federal statutory tax rate and the effective tax rate for the twelve months ended December 31, 2025:

| Dollars in millions | | | Income Taxes | | | | | | Tax Rate | | |

| U.S. federal statutory tax rate | | | $ | 833 | | | | | 21.0 | | % |

| State income taxes, net of U.S. federal tax benefit | | | 70 | | | | | | 1.8 | | |

| Foreign tax effects | | | 82 | | | | | | 2.1 | | |

| Effect of cross-border tax laws: | | | | | | | | | | | |

| Foreign-derived deduction eligible income | | | (45) | | | | | | (1.1) | | |

| Other | | | (34) | | | | | | (0.9) | | |

| Tax credits | | | (12) | | | | | | (0.3) | | |

| Change in valuation allowances | | | (6) | | | | | | (0.2) | | |

| Nontaxable or nondeductible items | | | (2) | | | | | | — | | |

| Changes in unrecognized tax benefits | | | 13 | | | | | | 0.3 | | |

| Effective tax rate | | | $ | 900 | | | | | 22.7 | | % |

State income taxes in California, Illinois, Pennsylvania, Minnesota, and Florida made up the majority of State income taxes, net of U.S. federal tax benefit for the twelve months ended December 31, 2025.

The 2025 effective tax rate included a discrete tax benefit of $21 million in the first quarter of 2025 related to the reversal of a valuation allowance on net operating loss carryforwards.

Additionally, the 2025 effective tax rate benefited from a discrete tax benefit in the third quarter of 2025 of $43 million related to the estimated U.S. federal tax liability for 2024, partially offset by a $16 million discrete tax expense related primarily to the resolution of a foreign tax audit.

| In millions | | | Carryforwards | | |

| 2030 | | | — | | |

| 2031 | | | — | | |

| 2032-2050 | | | 899 | | |

Cash paid for income taxes, net of refunds— Effective with the Company's annual disclosures for the year ended December 31, 2025, the Company prospectively adopted new guidance which requires disaggregation of income taxes paid by jurisdiction.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | $ | 15,067 | | | | | $ | 15,518 | |

| Balance as of December 31, 2021 | | | $ | 6 | | $ | 1,432 | | $ | 24,325 | | $ | (20,636) | | $ | (1,502) | | $ | 1 | | $ | 3,626 | |

| LIFO reserve | | | — | | | | | | (117) | | |

The more significant provisions of this new guidance include the requirement to disclose significant segment expenses and certain disclosures made annually under existing guidance are required for interim periods.

In December 2023, the FASB issued authoritative guidance that expands the disclosure requirements for income taxes.

The Company is currently assessing the impact the guidance will have on its disclosures.

The guidance will be effective for the Company beginning with its annual reporting for the year ended December 31, 2027 and is required to be applied prospectively, with retrospective application to prior periods allowed.

The purchase price for both acquisitions is subject to certain closing adjustments.

In the second quarter of 2022, plans were approved to divest two businesses, including one business in the Polymers & Fluids segment and one business in the Food Equipment segment.

These two businesses were classified as held for sale beginning in the second quarter of 2022.

In the fourth quarter of 2022, both of these businesses were divested.

On October 3, 2022, the business in the Polymers & Fluids segment was sold for $220 million, subject to certain closing adjustments, resulting in a pre-tax gain of $156 million.

On December 1, 2022, the business in the Food Equipment segment was sold for $59 million, subject to certain closing adjustments, resulting in a pre-tax gain of $41 million.

The pre-tax gains were included in Other

income (expense) in the Statement of Income.

Income taxes on the gains were mostly offset by the utilization of capital loss carryforwards of $32 million.

Operating revenue related to this business that was included in the Company's results of operations for the twelve months ended December 31, 2023 and 2022 was $9 million and $37 million, respectively.

Gain (loss) on sale of operations and affiliates for the twelve months ended December 31, 2022 primarily related to two businesses divested in the fourth quarter of 2022.

Refer to Note 3.

Divestitures for further information regarding the Company's divestitures.

The sale of the Company’s equity interest in Wilsonart is not expected to have a material impact on the Company’s financial results in subsequent periods.

The 2022 effective tax rate benefited from discrete income tax benefits of $32 million in the fourth quarter of 2022 related to the utilization of capital loss carryforwards and $51 million in the second quarter of 2022 related to a decrease in unrecognized tax benefits resulting from the resolution of a U.S. tax audit.

| | | | Related to Net | | |

| In millions | | | Operating Losses | | |

| 2030-2050 | | | 836 | | |

The Company believes it is reasonably possible that within the next twelve months the amount of the Company's unrecognized tax benefits may be decreased by approximately $17 million related predominantly to the potential resolution of federal, state and foreign examinations.

The Company has recorded its best estimate of the potential exposure for these issues.

| France | | | 2017-2024 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance, December 31, 2022 | | | $ | 459 | | | | | $ | 249 | | | | | $ | 1,729 | | | | | $ | 248 | | | | | $ | 823 | | | | | $ | 503 | | | | | $ | 853 | | | | | $ | 4,864 | |

| 2025 | | | $ | 78 | |

| 2025 | | | $ | 63 | |

As of December 31, 2023, current maturities of long-term debt included $700 million related to the 3.50% notes due March 1, 2024 and $661 million related to the 0.25% Euro notes due December 5, 2024, both of which were repaid on their respective due dates.

| 3.50% notes due March 1, 2024 | | | 3.54% | | | | | | $ | — | | | | | $ | — | | | | | $ | 700 | | | | | $ | 698 | |

| 0.25% Euro notes due December 5, 2024 | | | 0.31% | | | | | | — | | | | | | — | | | | | | 661 | | | | | | 642 | | |

proceeds from the Euro notes issued on May 17, 2024, as discussed below.

On February 22, 2022, €500 million of the Euro notes issued in May 2014 were redeemed in full, on May 22, 2023, €500 million of the Euro notes issued in May 2015 were repaid on the due date and on December 5, 2024, €600 million of the Euro notes issued in May 2019 were repaid on the due date.

On May 22, 2024, the Company also repaid €550 million of the term loans under the Euro Credit Agreement.

| 2025 | | | $ | 777 | |

The Company's management, with the participation of the Company's President & Chief Executive Officer and Senior Vice President & Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of December 31, [removed: 2024.][added: 2025.]

Based on such evaluation, the Company's President & Chief Executive Officer and Senior Vice President & Chief Financial Officer have concluded that, as of December 31, [removed: 2024,] [added: 2025,] the Company's disclosure controls and procedures were effective.

In connection with the evaluation by management, including the Company's President & Chief Executive Officer and Senior Vice President & Chief Financial Officer, no changes in the Company's internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the quarter ended December 31, [removed: 2024] [added: 2025] were identified that have materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting.

Information regarding the [removed: Company’s] [added: Company's] Insider Trading Policy and related policies and procedures is incorporated by reference [added: into this Annual Report on Form 10-K] from the information under the caption "Other Governance [removed: Matters - Insider Trading] Policies and [removed: Procedures"] [added: Practices"] in the [removed: Company’s] [added: Company's 2026] Proxy [removed: Statement for the 2025 Annual Meeting of Stockholders.][added: Statement.]

Information regarding the Company's [removed: code] [added: Code] of [removed: ethics] [added: Ethics] that applies to the Company's President & Chief Executive Officer, Senior Vice President & Chief Financial Officer, and [removed: key financial and accounting personnel] [added: Vice President & Chief Accounting Officer] is incorporated by reference [added: into this Annual Report on Form 10-K] from the information under the caption [removed: "Corporate] [added: "Other] Governance Policies and [removed: Code of Conduct"] [added: Practices"] in the Company's [added: 2026] Proxy [removed: Statement for the 2025 Annual Meeting of Stockholders.][added: Statement.]

Information related to Executive Officers and Directors of the Company is included under the caption "Information About Our Executive Officers" contained in Item 1.

Business of this Annual Report on Form 10-K and under the caption "Proposal 1 – Election of Directors" in the Company's definitive Proxy Statement for its Annual Meeting of Stockholders expected to be held on May 8, 2026 (the "2026 Proxy Statement"), which is incorporated by reference into this Annual Report on Form 10-K.

The Company's Code of Ethics is posted on the Company's website (www.itw.com).

Information regarding the Directors of the Company who are standing for reelection and any persons nominated to become Directors of the Company is incorporated by reference from the information under the captions "Proposal 1 - Election of Directors" and "Delinquent Section 16(a) Reports" in the Company's Proxy Statement for the 2025 Annual Meeting of Stockholders.

Information regarding the Audit Committee and its Financial Experts is incorporated by reference from the information under the captions "Corporate Governance - Board of Directors and its Committees" and "Proposal 3 – Ratification of the Appointment of Independent Public Accounting Firm - Audit Committee Report" in the Company's Proxy Statement for the 2025 Annual Meeting of Stockholders.

Information regarding the Executive Officers of the Company can be found in Part I of this Annual Report on Form 10-K under the caption "Information About Our Executive Officers."

Information required by this Item 11 is included under the captions "Proposal 1 – Election of Directors" and "Proposal 2 – Advisory Vote to Approve Compensation of ITW's Named Executive Officers" contained in the Company's 2026 Proxy Statement.

This information is incorporated by reference into this Annual Report on Form 10-K.

Information regarding executive compensation is incorporated by reference from the information under the captions "Director Compensation," and "Executive Compensation" in the Company's Proxy Statement for the 2025 Annual Meeting of Stockholders.

Information required by this Item 12 is included under the caption "Proposal 2 – Advisory Vote to Approve Compensation of ITW's Named Executive Officers" contained in the Company's 2026 Proxy Statement.

This information is incorporated by reference into this Annual Report on Form 10-K.

Information regarding security ownership of certain beneficial owners and management and related stockholder matters is incorporated by reference from the information under the captions "Beneficial Ownership of Common Stock" and "NEO Compensation - Equity Compensation Plan Information" in the Company's Proxy Statement for the 2025 Annual Meeting of Stockholders.

Information required by this Item 13 is included under the caption "Proposal 1 - Election of Directors" in the Company's 2026 Proxy Statement.

This information is incorporated by reference into this Annual Report on Form 10-K.

Information regarding certain relationships and related transactions as well as director independence is incorporated by reference from the information under the captions "Proposal 1 - Election of Directors - Board Independence," "Other Governance Matters - Certain Relationships and Related-Party Transactions" and "Other Governance Matters - Corporate Governance Policies and Code of Conduct" in the Company's Proxy Statement for the 2025 Annual Meeting of Stockholders.

[removed: This information is incorporated] [added: Information required] by [removed: reference from the information] [added: this Item 14 is included] under the caption "Proposal 3 - Ratification of the Appointment of Independent Registered Public Accounting Firm" in the Company's [added: 2026] Proxy [removed: Statement for the 2025 Annual Meeting of Stockholders.][added: Statement.]

This information is incorporated by reference into this Annual Report on Form 10-K.

| [4(i)](https://www.sec.gov/Archives/edgar/data/0000049826/000119312524141739/d842350dex41.htm) | | | | | | [removed: [Officers’ Certificate] [added: [Officers](https://www.sec.gov/Archives/edgar/data/0000049826/000119312524141739/d842350dex41.htm)['](https://www.sec.gov/Archives/edgar/data/0000049826/000119312524141739/d842350dex41.htm) [Certificate] dated May 17, 2024, establishing the terms, and setting forth the forms, of the 3.250% Notes due 2028 and 3.375% Notes due 2032, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on May 17, 2024 (Commission File No. 1-04797) and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/0000049826/000119312524141739/d842350dex41.htm) | | |

| [4(n)](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex4n.htm) | | | | | | [Description of the 3.250% Euro Notes due 2028 and 3.375% Euro Notes due 2032, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex4n.htm)] [added: as Exhibit 4(n) to the Company's Annual Report on Form 10-K for the year ended December 31, 2024 (Commission File No. 1-4797) and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex4n.htm)] | | |

| [removed: [10(a)(ii)](https://www.sec.gov/Archives/edgar/data/49826/000004982623000029/eurocreditagreement.htm)] [added: [10(a)(i](https://www.sec.gov/Archives/edgar/data/49826/000004982623000029/eurocreditagreement.htm)[i](https://www.sec.gov/Archives/edgar/data/49826/000004982623000029/eurocreditagreement.htm)[i)](https://www.sec.gov/Archives/edgar/data/49826/000004982623000029/eurocreditagreement.htm)] | | | | | | [Euro Credit Agreement dated as of May 5, 2023 among Illinois Tool Works Inc., as Borrower, the lender(s) party thereto and ING Bank, N.V., London Branch, as Agent, filed as Exhibit 10(a) to the Company's Current Report on Form 8-K filed on May 10, 2023 (Commission File No. 1-4797) and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/49826/000004982623000029/eurocreditagreement.htm) | | |

| [removed: [10(e)*](https://www.sec.gov/Archives/edgar/data/49826/000004982614000019/ex991universaloptiongrant.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/49826/000004982616000135/exhibit991stockoptionterms.htm)[e](https://www.sec.gov/Archives/edgar/data/49826/000004982616000135/exhibit991stockoptionterms.htm)[)*](https://www.sec.gov/Archives/edgar/data/49826/000004982616000135/exhibit991stockoptionterms.htm)] | | | | | | [Form of Terms of Option Grant Pursuant to the Illinois Tool Works Inc. [removed: 2011] [added: 2015] Long-Term Incentive Plan, filed as Exhibit 99.1 to the Company's Current Report on Form 8-K filed on February [removed: 13, 2014] [added: 9, 2016] (Commission File No. 1-4797) and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/49826/000004982614000019/ex991universaloptiongrant.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/49826/000004982616000135/exhibit991stockoptionterms.htm)] | | |

| [removed: [10(f)*](https://www.sec.gov/Archives/edgar/data/49826/000004982616000135/exhibit991stockoptionterms.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/49826/000004982617000019/ex991awardsagrmnt4q2016.htm)[f](https://www.sec.gov/Archives/edgar/data/49826/000004982617000019/ex991awardsagrmnt4q2016.htm)[)*](https://www.sec.gov/Archives/edgar/data/49826/000004982617000019/ex991awardsagrmnt4q2016.htm)] | | | | | | [Form of Terms of Option Grant Pursuant to the Illinois Tool Works Inc. 2015 Long-Term Incentive Plan, filed as Exhibit 99.1 to the Company's Current Report on Form 8-K filed on February 9, [removed: 2016] [added: 2017] (Commission File No. 1-4797) and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/49826/000004982616000135/exhibit991stockoptionterms.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/49826/000004982617000019/ex991awardsagrmnt4q2016.htm)] | | |

| [removed: [10(g)*](https://www.sec.gov/Archives/edgar/data/49826/000004982617000019/ex991awardsagrmnt4q2016.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/49826/000004982619000017/a9912019universaloptionagr.htm)[g](https://www.sec.gov/Archives/edgar/data/49826/000004982619000017/a9912019universaloptionagr.htm)[)*](https://www.sec.gov/Archives/edgar/data/49826/000004982619000017/a9912019universaloptionagr.htm)] | | | | | | [Form of Terms of Option Grant Pursuant to the Illinois Tool Works Inc. 2015 Long-Term Incentive Plan, filed as Exhibit 99.1 to the Company's Current Report on Form 8-K filed on February [removed: 9, 2017] [added: 14, 2019] (Commission File No. 1-4797) and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/49826/000004982617000019/ex991awardsagrmnt4q2016.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/49826/000004982619000017/a9912019universaloptionagr.htm)] | | |

| [removed: [10(h)*](https://www.sec.gov/Archives/edgar/data/49826/000004982619000017/a9912019universaloptionagr.htm)] [added: [10](https://www.sec.gov/Archives/edgar/data/49826/000119312520025381/d840623dex991.htm)[(h](https://www.sec.gov/Archives/edgar/data/49826/000119312520025381/d840623dex991.htm)[)*](https://www.sec.gov/Archives/edgar/data/49826/000119312520025381/d840623dex991.htm)] | | | | | | [Form of Terms of Option Grant Pursuant to the Illinois Tool Works Inc. 2015 Long-Term Incentive Plan, filed as Exhibit 99.1 to the Company's Current Report on Form 8-K filed on February [removed: 14, 2019] [added: 5, 2020] (Commission File No. 1-4797) and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/49826/000004982619000017/a9912019universaloptionagr.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/49826/000119312520025381/d840623dex991.htm)] | | |

| [removed: [10(i)*](https://www.sec.gov/Archives/edgar/data/49826/000119312520025381/d840623dex991.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/49826/000119312520025381/d840623dex992.htm)[i](https://www.sec.gov/Archives/edgar/data/49826/000119312520025381/d840623dex992.htm)[)*](https://www.sec.gov/Archives/edgar/data/49826/000119312520025381/d840623dex992.htm)] | | | | | | [Form of Terms of [removed: Option] [added: Performance Share Unit] Grant Pursuant to the Illinois Tool Works Inc. 2015 Long-Term Incentive Plan, filed as Exhibit [removed: 99.1] [added: 99.2] to the Company's Current Report on Form 8-K filed on February 5, 2020 (Commission File No. 1-4797) and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/49826/000119312520025381/d840623dex991.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/49826/000119312520025381/d840623dex992.htm)] | | |

| [removed: [10(j)*](https://www.sec.gov/Archives/edgar/data/49826/000119312520025381/d840623dex992.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/49826/000119312520025381/d840623dex994.htm)[k](https://www.sec.gov/Archives/edgar/data/49826/000119312520025381/d840623dex994.htm)[)*](https://www.sec.gov/Archives/edgar/data/49826/000119312520025381/d840623dex994.htm)] | | | | | | [Form of Terms of [removed: Performance Share] [added: Restricted Stock] Unit Grant Pursuant to the Illinois Tool Works Inc. 2015 Long-Term Incentive Plan, filed as Exhibit [removed: 99.2] [added: 99.4] to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/49826/000119312520025381/d840623dex994.htm)['](https://www.sec.gov/Archives/edgar/data/49826/000119312520025381/d840623dex994.htm)[s] Current Report on Form 8-K filed on February 5, 2020 (Commission File No. 1-4797) and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/49826/000119312520025381/d840623dex992.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/49826/000119312520025381/d840623dex994.htm)] | | |

| [removed: [10(k)*](https://www.sec.gov/Archives/edgar/data/49826/000119312520025381/d840623dex993.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/49826/000119312520025381/d840623dex993.htm)[j](https://www.sec.gov/Archives/edgar/data/49826/000119312520025381/d840623dex993.htm)[)*](https://www.sec.gov/Archives/edgar/data/49826/000119312520025381/d840623dex993.htm)] | | | | | | [Form of Terms of Performance Cash Award Pursuant to the Illinois Tool Works Inc. 2015 Long-Term Incentive Plan, filed as Exhibit 99.3 to the Company's Current Report on Form 8-K filed on February 5, 2020 (Commission File No. 1-4797) and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/49826/000119312520025381/d840623dex993.htm) | | |

| [removed: [10(l)*](https://www.sec.gov/Archives/edgar/data/49826/000119312520025381/d840623dex994.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex10o.htm)[n](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex10o.htm)[)*](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex10o.htm)] | | | | | | [Form of [removed: Terms of] Restricted Stock Unit [removed: Grant] [added: Award Agreement] Pursuant to the Illinois Tool Works Inc. [removed: 2015] [added: 2024] Long-Term Incentive [removed: Plan,](https://www.sec.gov/Archives/edgar/data/49826/000119312520025381/d840623dex994.htm) [filed] [added: Plan, filed] as Exhibit [removed: 99.4] [added: 10(o)] to the [removed: Company’s Current] [added: Company's Annual] Report on Form [removed: 8-K filed on February 5, 2020] [added: 10-K for the year ended December 31, 2024] (Commission File No. 1-4797) and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/49826/000119312520025381/d840623dex994.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex10o.htm)] | | |

| [removed: [10(m)*](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex10m.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex10m.htm)[l](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex10m.htm)[)*](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex10m.htm)] | | | | | | [Form of Stock Option Agreement Pursuant to the Illinois Tool Works Inc. 2024 Long-Term Incentive Plan, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex10m.htm)] [added: as Exhibit 10(l) to the Company's Annual Report on Form 10-K for the year ended December 31, 2024 (Commission File No. 1-4797) and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex10m.htm)] | | |

| [removed: [10(n)*](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex10n.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex10n.htm)[m](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex10n.htm)[)*](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex10n.htm)] | | | | | | [Form of Performance Share Unit Award Agreement Pursuant to the Illinois Tool Works Inc. 2024 Long-Term Incentive Plan, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex10n.htm)] [added: as Exhibit 10(n) to the Company's Annual Report on Form 10-K for the year ended December 31, 2024 (Commission File No. 1-4797) and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex10n.htm)] | | |

| [removed: [10(p)*](https://www.sec.gov/Archives/edgar/data/49826/000004982609000096/exhibit10.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/49826/000004982609000096/exhibit10.htm)[o](https://www.sec.gov/Archives/edgar/data/49826/000004982609000096/exhibit10.htm)[)*](https://www.sec.gov/Archives/edgar/data/49826/000004982609000096/exhibit10.htm)] | | | | | | [Illinois Tool Works Inc. Executive Contributory Retirement Income Plan as amended and restated, effective as of January 1, 2010, filed as Exhibit 10 to the Company's Current Report on Form 8-K filed on November 5, 2009 (Commission File No. 1-4797) and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/49826/000004982609000096/exhibit10.htm) | | |

| [removed: [10(q)*](https://www.sec.gov/Archives/edgar/data/49826/000095013709001368/c48856exv10wxpy.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/49826/000095013709001368/c48856exv10wxpy.htm)[p](https://www.sec.gov/Archives/edgar/data/49826/000095013709001368/c48856exv10wxpy.htm)[)*](https://www.sec.gov/Archives/edgar/data/49826/000095013709001368/c48856exv10wxpy.htm)] | | | | | | [Illinois Tool Works Inc. Nonqualified Pension Plan, effective January 1, 2008, as amended and [removed: restated,](https://www.sec.gov/Archives/edgar/data/49826/000095013709001368/c48856exv10wxpy.htm) [filed] [added: restated, filed] as Exhibit 10(p) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (Commission File No. 1-4797) and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/49826/000095013709001368/c48856exv10wxpy.htm) | | |

| [removed: [10(r)*](https://www.sec.gov/Archives/edgar/data/49826/000129993310004465/exhibit3.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/49826/000129993310004465/exhibit3.htm)[q](https://www.sec.gov/Archives/edgar/data/49826/000129993310004465/exhibit3.htm)[)*](https://www.sec.gov/Archives/edgar/data/49826/000129993310004465/exhibit3.htm)] | | | | | | [Illinois Tool Works Inc. 2011 Change-in-Control Severance Compensation Policy, filed as Exhibit 99.3 to the Company's Current Report on Form 8-K filed on December 16, 2010 (Commission File No. 1-4797) and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/49826/000129993310004465/exhibit3.htm) | | |

| [removed: [10(s)*](https://www.sec.gov/Archives/edgar/data/49826/000004982623000008/amendedandrestateddirector.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/49826/000004982626000008/a20251231-ex10r.htm)[r](https://www.sec.gov/Archives/edgar/data/49826/000004982626000008/a20251231-ex10r.htm)[)*](https://www.sec.gov/Archives/edgar/data/49826/000004982626000008/a20251231-ex10r.htm)] | | | | | | [Illinois Tool Works Inc. Amended and Restated Directors' Deferred Fee [removed: Plan effective] [added: Plan](https://www.sec.gov/Archives/edgar/data/49826/000004982626000008/a20251231-ex10r.htm) [effective] May 2, 2014, as amended on May 8, [removed: 2015 and] [added: 2015,] May 4, 2018, [added: and May 3, 2024] filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/49826/000004982623000008/amendedandrestateddirector.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/49826/000004982626000008/a20251231-ex10r.htm)] | | |

| [removed: [10(t)*](https://www.sec.gov/Archives/edgar/data/49826/000004982613000024/itwexhibit102.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/49826/000004982613000024/itwexhibit102.htm)[s](https://www.sec.gov/Archives/edgar/data/49826/000004982613000024/itwexhibit102.htm)[)*](https://www.sec.gov/Archives/edgar/data/49826/000004982613000024/itwexhibit102.htm)] | | | | | | [First Amendment to the Illinois Tool Works Inc. Executive Contributory Retirement Income Plan dated February 15, 2013, filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013 (Commission File No. 1-4797) and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/49826/000004982613000024/itwexhibit102.htm) | | |

| [19](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex19.htm) | | | | | | [Insider Trading Policies and Procedures, filed [removed: herewith](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex19.htm)] [added: as Exhibit 19 to the Company's Annual Reporting on Form 10-K for the fiscal year ended December31, 2024 (Commission File No. 001-04797) and incorporated herein](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex19.htm) [by reference.](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex19.htm)] | | |

| [removed: [21](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex21.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/49826/000004982626000008/a20251231-ex21.htm)] | | | | | | [Subsidiaries and Affiliates of the Company, filed [removed: herewith](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex21.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/49826/000004982626000008/a20251231-ex21.htm)] | | |

| [removed: [23](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex23.htm)] [added: [23](https://www.sec.gov/Archives/edgar/data/49826/000004982626000008/a20251231-ex23.htm)] | | | | | | [Consent of Independent Registered Public Accounting Firm, filed [removed: herewith](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex23.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/49826/000004982626000008/a20251231-ex23.htm)] | | |

| [removed: [24](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex24.htm)] [added: [24](https://www.sec.gov/Archives/edgar/data/49826/000004982626000008/a20251231-ex24.htm)] | | | | | | [Powers of Attorney, filed [removed: herewith](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex24.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/49826/000004982626000008/a20251231-ex24.htm)] | | |

| [removed: [31](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex31.htm)] [added: [31](https://www.sec.gov/Archives/edgar/data/49826/000004982626000008/a20251231-ex31.htm)] | | | | | | [Rule 13a-14(a) Certifications, filed [removed: herewith](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex31.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/49826/000004982626000008/a20251231-ex31.htm)] | | |

| [removed: [32](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex32.htm)] [added: [32](https://www.sec.gov/Archives/edgar/data/49826/000004982626000008/a20251231-ex32.htm)] | | | | | | [Section 1350 Certification, filed [removed: herewith](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex32.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/49826/000004982626000008/a20251231-ex32.htm)] | | |

| [97](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex97.htm) | | | | | | [Policy Relating to Recovery of Erroneously Awarded Compensation, filed as Exhibit 97 to the [removed: Company’s] [added: Company](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex97.htm)['](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex97.htm)[s] Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (Commission File No. 001-04797) and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex97.htm) | | |

| | | | The following financial information from Illinois Tool Works Inc.'s Annual Report on Form 10-K for the year ended December 31, [removed: 2024,] [added: 2025,] formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Statement of Income, (ii) Statement of Comprehensive Income, (iii) Statement of Changes in Stockholders' Equity (iv) Statement of Financial Position, (v) Statement of Cash Flows and (vi) related Notes to Financial Statements. | | |

| [10(a)(ii)](https://www.sec.gov/Archives/edgar/data/49826/000004982625000009/ex10a-eurotermloanamendment.htm) | | | | | | [Amendment Agreement No. 1 to Credit Agreement dated as of February 24, 2025 among Illinois Tool Works Inc., the lender(s) party thereto and ING Bank N.V., London Branch as agent, filed as Exhibit 10(a) to the Company](https://www.sec.gov/Archives/edgar/data/49826/000004982625000009/ex10a-eurotermloanamendment.htm)['](https://www.sec.gov/Archives/edgar/data/49826/000004982625000009/ex10a-eurotermloanamendment.htm)[s Current Report on Form 8-K filed on February 27, 2025 (Commission File No. 1-4797) and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/49826/000004982625000009/ex10a-eurotermloanamendment.htm) | | |

| [10(](https://www.sec.gov/Archives/edgar/data/49826/000004982625000057/a20250930-3q25ex10.htm)[t](https://www.sec.gov/Archives/edgar/data/49826/000004982625000057/a20250930-3q25ex10.htm)[)*](https://www.sec.gov/Archives/edgar/data/49826/000004982625000057/a20250930-3q25ex10.htm) | | | | | | [Illinois Tool Works Inc. 2026 Executive Contributory Retirement Income Plan effective January 1, 2026 filed as Exhibit 10 to the Company](https://www.sec.gov/Archives/edgar/data/49826/000004982625000057/a20250930-3q25ex10.htm)['](https://www.sec.gov/Archives/edgar/data/49826/000004982625000057/a20250930-3q25ex10.htm)[s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 (Commission File No. 1-4797) and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/49826/000004982625000057/a20250930-3q25ex10.htm) | | |

| | | | | | | | | |

| [10(o)*](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex10o.htm) | | | | | | [Form of Restricted Stock Unit Award Agreement Pursuant to the Illinois Tool Works Inc. 2024 Long-Term Incentive Plan, filed herewith.](https://www.sec.gov/Archives/edgar/data/49826/000004982625000007/a20241231-ex10o.htm) | | |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this [removed: 14th] [added: 13th] day of February [removed: 2025.][added: 2026.]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on this [removed: 14th] [added: 13th] day of February [removed: 2025.][added: 2026.]

| | | | | | | (Christopher A. O'Herlihy, *as [removed: Attorney-in-Fact)*] [added: Attorney-in-Fact*)] | | |