Illinois Tool Works (ITW) Form 3 ILLINOIS TOOL WORKS / Mark A. Thibeault ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Thibeault Mark A.

(Last) (First) (Middle)

155 HARLEM AVE.

(Street)

GLENVIEW IL 60025

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2025

3. Issuer Name and Ticker or Trading Symbol
ILLINOIS TOOL WORKS INC [ ITW ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	9	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Share Unit (granted 2/09/24)(1)(2)	(3)	(3)	Common Stock	322.425	255.75	D
Performance Share Units (granted 2/11/22)(1)(2)	(3)	(3)	Common Stock	281.751	217.72	D
Performance Share Units (granted 2/10/23)(1)(2)	(3)	(3)	Common Stock	302.674	235.52	D
Employee Stock Option	02/11/2023(4)	02/11/2032	Common Stock	2,547	217.72	D
Employee Stock Option	02/09/2025(4)	02/09/2034	Common Stock	2,355	255.75	D
Employee Stock Option	02/10/2024(4)	02/10/2033	Common Stock	2,047	235.52	D

Explanation of Responses:

1. PSUs accrue dividends in shares of common stock, subject to fulfillment of vesting period and performance goals; the PSUs shown include dividend equivalents accrued to date.

2. Each performance share unit (PSU) represents a contingent right to receive one share of the Company's common stock.

3. Each PSU vests 100% three years from the date of grant if performance goals are met.

4. Options vest in four (4) equal annual installments beginning one year from date of grant.

Remarks:

Exhibit 24. Power of Attorney

	/s/ Irene Song, Attorney-in-Fact for Mark A. Thibeault	01/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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