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Item 5. Other Information

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Item 5. Other Information

The information set forth below is included for the purpose of providing disclosure under “Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” of Form 8-K.

(e) At its October 24, 2025 meeting, the Compensation Committee of the Board of Directors of the Company approved the Illinois Tool Works Inc. 2026 Executive Contributory Retirement Income Plan (the "2026 Plan") which will replace the Illinois Tools Works Inc. Executive Contributory Retirement Income Plan (the "Existing Plan"), as restated and amended, as of January 1, 2026. The terms of the 2026 Plan are substantially the same as the Existing Plan but include certain administrative changes. Under the 2026 Plan, similar to the Existing Plan, certain executives may elect to defer a portion of their salary and/or executive cash incentive payments and receive matching contributions they would otherwise receive if such deferrals had been made under the Company's tax-qualified Savings and Investment Plan, without regard to IRS imposed limits. Amounts deferred and related Company contributions will be adjusted for deemed investment results based on an interest rate or deemed investment index or vehicle established by the Compensation Committee. The foregoing summary of the 2026 Plan is qualified by reference to the full text of the 2026 Plan, which is filed as Exhibit 10 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

ITEM 6. Exhibits
Exhibit Index
Exhibit NumberExhibit Description
10*Illinois Tool Works Inc. 2026 Executive Contributory Retirement Income Plan, effective January 1, 2026.
31Rule 13a-14(a) Certifications.
32Section 1350 Certification.
101The following financial and related information from the Illinois Tool Works Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 is formatted in Inline Extensible Business Reporting Language (iXBRL) and submitted electronically herewith: (i) Statement of Income, (ii) Statement of Comprehensive Income, (iii) Statement of Financial Position, (iv) Statement of Changes in Stockholders' Equity, (v) Statement of Cash Flows, and (vi) related Notes to Financial Statements.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
  • Management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements 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.

ILLINOIS TOOL WORKS INC.
Dated:October 24, 2025By:/s/ Randall J. Scheuneman
Randall J. Scheuneman
Vice President & Chief Accounting Officer
(Principal Accounting Officer and Duly Authorized Officer)

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