ITW: Other company developments

Item 8.01. Other Events. On August 11, 2026, Illinois Tool Works Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) among the Company and the several underwriters named therein (collectively, the “Underwriters”), for which Citigroup Global Markets Inc. and J.P. Morgan Securities LLC acted as representatives. A copy of the Underwriting Agreement is filed herewith as Exhibit 1.1 and is incorporated by reference herein. On August 13, 2026, the Company issued $1.5 billion in aggregate principal amount of 4.650% notes due 2029 (the “Notes”), pursuant to the Company’s shelf registration statement on Form S-3 ASR (Registration No. 333-297334) and the prospectus included therein (the “Base Prospectus”), filed by the Company with the Securities and Exchange Commission (the “SEC”) on July 9, 2026, and the prospectus supplement dated August 11, 2026 relating thereto (together with the Base Prospectus, the “Prospectus”). The Notes were issued pursuant to an Indenture dated as of November 1, 1986 (the “Base Indenture”), as supplemented by a First Supplemental Indenture dated as of May 1, 1990, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (together, the “Indenture”), the Prospectus, and an Officers’ Certificate containing the terms of the Notes. The Notes will mature on August 13, 2029 and bear interest at a rate of 4.650% per annum, which the Company will pay semi-annually in arrears on February 13 and August 13 of each year, beginning on February 13, 2027. The Prospectus provides that the Company intends to use the net proceeds from this offering to repay a portion of the indebtedness the Company has incurred under its commercial paper program. Any remaining proceeds will be used for general co