# Illinois Tool Works (ITW): recent material events

## Filings that contain financial statements

The earnings press releases furnished as Exhibit 99.1 to these Forms 8-K carry income statements, balance sheets (or the relevant condensed tables), segment data and free cash flow reconciliations. All figures are unaudited.

- Form 8-K filed July 28, 2026, accession 0000049826-26-000047: income statement for the three and six months ended June 30, 2026, statement of financial position at June 30, 2026, segment data, return on invested capital and free cash flow reconciliations.
- Form 8-K filed April 30, 2026, accession 0000049826-26-000025: first quarter 2026 results (three months ended March 31, 2026), with the same set of tables.
- Form 8-K filed February 3, 2026, accession 0000049826-26-000003: fourth quarter and full year 2025 results (year ended December 31, 2025).
- Form 8-K filed October 24, 2025, accession 0000049826-25-000050: third quarter 2025 results (three and nine months ended September 30, 2025).

## Earnings and guidance

- **July 28, 2026 (second quarter 2026; 0000049826-26-000047).** ITW reported revenue of $4.30 billion, up 6.1%, with organic growth of 4.5%. Operating income was $1.15 billion (up 7.4%) at a 26.7% operating margin, up 40 basis points. GAAP EPS was $2.84, up 10.1%. Operating cash flow was $723 million and free cash flow $631 million. The company returned over $1.2 billion to shareholders in the quarter, including $750 million of share repurchases. It **raised** 2026 guidance: GAAP EPS to $11.35 to $11.55 (up $0.15), revenue growth to 4 to 5%, organic growth to 3 to 4%. Operating margin guidance of 26.5 to 27.5%, free cash flow above 100% of net income and about $1.5 billion of repurchases were unchanged.
- **April 30, 2026 (first quarter 2026; 0000049826-26-000025).** Revenue was $4.02 billion (up 4.6%, organic 0.4%), operating margin 25.4% and GAAP EPS $2.66 (up 12%). Free cash flow was $528 million and the company repurchased $375 million of stock. It **raised** 2026 GAAP EPS guidance by $0.10 to $11.10 to $11.50 and kept revenue growth at 2 to 4% and organic growth at 1 to 3%.
- **February 3, 2026 (fourth quarter and full year 2025; 0000049826-26-000003).** Full-year 2025 revenue was $16 billion (up 0.9%), operating margin 26.3% and GAAP EPS $10.49. Initial 2026 guidance: revenue growth of 2 to 4%, organic growth of 1 to 3%, operating margin expansion of about 100 basis points and GAAP EPS of $11.00 to $11.40.
- **October 24, 2025 (third quarter 2025; 0000049826-25-000050).** Record 27.4% operating margin, GAAP EPS $2.81 and free cash flow of $904 million. The company narrowed full-year 2025 GAAP EPS guidance to $10.40 to $10.50 and raised the dividend 7%, to an annualized $6.44 per share, the 62nd consecutive annual increase.

## Capital actions and financing

- **August 13, 2026 (0001193125-26-349149).** After the quarter end, ITW issued $1.5 billion of 4.650% notes due August 13, 2029, under an underwriting agreement dated August 11, 2026 (Citigroup and J.P. Morgan as representatives). Interest is payable semi-annually from February 13, 2027. The prospectus states that net proceeds will repay part of the company's commercial paper borrowings, with any remainder for general corporate purposes. The notes were issued (closed) on that date.
- **February 20, 2026 (filed February 23, 2026; 0001193125-26-061771).** ITW entered into a $3.0 billion, five-year credit agreement with JPMorgan Chase Bank, N.A. as Agent, replacing the revolver that was scheduled to terminate October 21, 2027; the earlier agreement was terminated. Nothing was outstanding under either facility on that date. The facility can be increased to $5.0 billion at the lenders' discretion and carries a minimum interest coverage covenant.
- **February 24, 2025 (filed February 27, 2025; 0000049826-25-000009).** Amendment to the euro-denominated credit agreement with ING Bank: termination date extended to February 28, 2027 (extendable to September 15, 2027), spread cut from 0.75% to 0.70%. EUR 750 million was outstanding.

## Management and governance

- **May 19, 2026 (filed May 22, 2026; 0000049826-26-000033).** Chief Accounting Officer Randall J. Scheuneman stepped down from that role effective June 30, 2026, and will retire March 1, 2027, staying on as an advisor. Matteo C. Pigozzo, previously Vice President and Corporate Controller, became Chief Accounting Officer effective July 1, 2026. The filing states the retirement is not due to any disagreement with the company.
- **May 8, 2026 annual meeting (filed May 12, 2026; 0000049826-26-000030).** All 13 director nominees were elected, executive compensation was approved on an advisory basis, and Deloitte & Touche was ratified as auditor for 2026. A stockholder proposal on majority voting for directors did not pass.

## Mergers and acquisitions

No signed-but-pending acquisitions appear in the Forms 8-K reviewed. The July 28, 2026 release attributes 0.2% of second quarter revenue growth to an acquisition. That is a Test & Measurement and Electronics business that closed on October 1, 2025 for $120 million, net of cash acquired, as disclosed in the Form 10-Q filed August 6, 2026 (accession 0000049826-26-000049). No standalone Form 8-K was filed for it.