Form 8-K

8-K — ILLINOIS TOOL WORKS INC

Accession: 0000049826-26-000025

Filed: 2026-04-30

Period: 2026-04-30

CIK: 0000049826

SIC: 3560 (GENERAL INDUSTRIAL MACHINERY & EQUIPMENT)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — itw-20260430.htm (Primary)

EX-99.1 (a20260331-1q26ex991pressre.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: itw-20260430.htm · Sequence: 1

itw-20260430

0000049826false00000498262026-04-302026-04-300000049826us-gaap:CommonStockMemberexch:XNYS2026-04-302026-04-300000049826itw:A0.625EuroNotesdue2027Memberexch:XNYS2026-04-302026-04-300000049826itw:A3.250EuroNotesDue2028Memberexch:XNYS2026-04-302026-04-300000049826itw:A2.125EuroNotesdue2030Memberexch:XNYS2026-04-302026-04-300000049826itw:A1.00EuroNotesdue2031Memberexch:XNYS2026-04-302026-04-300000049826itw:A3.375EuroNotesDue2032Memberexch:XNYS2026-04-302026-04-300000049826itw:A3.00EuroNotesdue2034Memberexch:XNYS2026-04-302026-04-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 30, 2026

_________________________

ILLINOIS TOOL WORKS INC.

(Exact name of registrant as specified in its charter)

Delaware 1-4797 36-1258310

(State or other jurisdiction of incorporation) (Commission File No.) (I.R.S. Employer Identification No.)

155 Harlem Avenue Glenview IL 60025

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 847-724-7500

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock ITW New York Stock Exchange

0.625% Euro Notes due 2027 ITW27 New York Stock Exchange

3.250% Euro Notes due 2028 ITW28 New York Stock Exchange

2.125% Euro Notes due 2030 ITW30 New York Stock Exchange

1.00% Euro Notes due 2031 ITW31 New York Stock Exchange

3.375% Euro Notes due 2032 ITW32 New York Stock Exchange

3.00% Euro Notes due 2034 ITW34 New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

On April 30, 2026, Illinois Tool Works Inc. (the "Company") announced its 2026 first quarter results of operations in the press release furnished as Exhibit 99.1.

Non-GAAP Financial Measures

The Company uses free cash flow to measure cash flow generated by operations that is available for dividends, share repurchases, acquisitions and debt repayment. The Company believes this non-GAAP financial measure, along with free cash flow to net income conversion rate, are useful to investors in evaluating the Company’s financial performance and measures the Company's ability to generate cash internally to fund Company initiatives. Free cash flow represents net cash provided by operating activities less additions to plant and equipment. Free cash flow is a measurement that is not the same as net cash flow from operating activities per the statement of cash flows and may not be consistent with similarly titled measures used by other companies. A reconciliation of free cash flow to net cash provided by operating activities is included in the press release furnished as Exhibit 99.1.

The Company uses after-tax return on average invested capital ("After-tax ROIC") to measure the effectiveness of its operations' use of invested capital to generate profits. After-tax ROIC is not defined under U.S. generally accepted accounting principles ("GAAP"). After-tax ROIC is a non-GAAP financial measure that the Company believes is a meaningful metric to investors in evaluating the Company's ability to generate returns from cash invested in its operations and may be different than the method used by other companies to calculate After-tax ROIC. The Company defines After-tax ROIC as operating income after taxes divided by average invested capital, which is annualized when presented in interim periods. Operating income after taxes is a non-GAAP measure consisting of net income before interest expense and other income (expense), on an after-tax basis, which are excluded as they do not represent returns generated by the Company's operations. For comparability, the Company also excluded the discrete tax benefit of $34 million in the first quarter of 2026 from net income and the effective tax rate for the three months ended March 31, 2026. Additionally, for comparability, the Company also excluded the discrete tax benefit of $21 million in the first quarter of 2025 from net income and the effective tax rate for the three months ended March 31, 2025 and the year ended December 31, 2025. For comparability, the Company also excluded the net discrete tax benefit of $27 million in the third quarter of 2025 from net income and the effective tax rate for the year ended December 31, 2025. Total invested capital represents the net assets of the Company, other than cash and equivalents and outstanding debt which do not represent capital investment in the Company's operations. The most comparable GAAP measure to operating income after taxes is net income. Calculations of net income to average invested capital and After-tax ROIC are included in the press release furnished as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number Exhibit Description

99.1

Press Release issued by Illinois Tool Works Inc. dated April 30, 2026 (furnished pursuant to Item 2.02).

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities and 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: April 30, 2026

By: /s/ Michael M. Larsen

Michael M. Larsen

Senior Vice President & Chief Financial Officer

EX-99.1

Filename: a20260331-1q26ex991pressre.htm · Sequence: 2

Document

Exhibit 99.1

ITW Reports First Quarter 2026 Results

•Revenue of $4.02 billion, an increase of 5%

•Operating margin of 25.4%, an increase of 60 bps, as Enterprise Initiatives contributed 120 bps

•GAAP EPS of $2.66, an increase of 12%

•Full Year 2026 GAAP EPS guidance raised by $0.10 to a range of $11.10 to $11.50

GLENVIEW, IL., April 30, 2026 - Illinois Tool Works Inc. (NYSE: ITW) today reported its first quarter 2026 results and raised full year 2026 GAAP EPS guidance.

“ITW delivered a solid start to the year, marked by five percent revenue growth, margin expansion of 60 basis points to 25.4 percent, and a 12 percent increase in GAAP earnings per share to $2.66. Positive demand trends continued in our capex-related segments, led by Welding and Test & Measurement and Electronics, which delivered organic growth of six percent and five percent, respectively, this quarter,” said Christopher A. O’Herlihy, President and Chief Executive Officer.

“As we move forward, ITW’s unique and resilient business model and ‘Do What We Say’ execution ensure that we are primed to deliver robust financial performance in any environment. With a disciplined focus on our organic growth and enterprise initiatives, we expect to continue to outperform our end markets in 2026, while further increasing profitability and margins,” O’Herlihy concluded.

First Quarter 2026 Results

First quarter revenue of $4.02 billion increased by 4.6 percent. Organic revenue growth was 0.4 percent. Foreign currency translation increased revenue by 3.9 percent and an acquisition added 0.3 percent.

GAAP EPS grew 12 percent to $2.66, while operating income increased seven percent to $1.02 billion. Operating margin expanded by 60 basis points to 25.4 percent, driven by a 120-basis point contribution from enterprise initiatives. Operating cash flow was $623 million, and free cash flow was $528 million, a six percent increase representing a 69 percent conversion of net income, in line with seasonal expectations. During the quarter, the company returned capital to shareholders through the repurchase of $375 million of its own shares. The effective tax rate for the quarter was 20.6 percent.

2026 Guidance

ITW is raising its full year 2026 GAAP EPS guidance by $0.10 to a range of $11.10 to $11.50 per share, representing eight percent growth at the mid-point. Based on current demand levels and prevailing foreign exchange rates, the company continues to project revenue growth of two to four percent and organic growth of one to three percent.

For the full year, all seven segments are expected to deliver both positive organic growth and operating margin expansion. Operating margin is projected to reach a range of 26.5 to 27.5 percent, a year-over-year improvement of approximately 100 basis points, driven by an approximate 100-basis point contribution from enterprise initiatives.

Free cash flow is projected to exceed 100 percent of net income, and the company expects to repurchase approximately $1.5 billion of its own shares. The projected effective tax rate is in the range of 23 to 24 percent.

Non-GAAP Measures

This earnings release contains certain non-GAAP financial measures. A reconciliation of these measures to the most directly comparable GAAP measures is included in the attached supplemental reconciliation schedule. The estimated guidance of free cash flow to net income conversion rate is based on assumptions that are difficult to predict, and estimated guidance for the most directly comparable GAAP measure and a reconciliation of this forward-looking estimate to its most directly comparable GAAP estimate have been omitted due to the unreasonable efforts required in connection with such a reconciliation and the lack of reliable forward-looking cash flow information. For the same reasons, the company is unable to address the potential significance of the unavailable information, which could be material to future results.

Forward-looking Statements

This earnings release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may include, without limitation, statements regarding global supply chain challenges, expected impact of inflation including raw material inflation and rising interest rates, the potential impact of tariffs, the company’s projected pricing actions, the impact of enterprise initiatives, future financial and operating performance, free cash flow and free cash flow to net income conversion rate, organic and total revenue, operating and incremental margin, price/cost impact, statements regarding diluted income per share, expected dividend payments, after-tax return on invested capital, effective tax rates, exchange rates, expected timing and amount of share repurchases, end market economic and regulatory conditions, the impact of recent or potential acquisitions and/or divestitures, and the company’s 2026 guidance. These statements are subject to certain risks, uncertainties, assumptions, and other factors, which could cause actual results to differ materially from those anticipated. Important risks that could cause actual results to differ materially from the company’s expectations include those that are detailed in ITW’s Form 10-K for 2025 and subsequent reports filed with the SEC.

About Illinois Tool Works

ITW (NYSE: ITW) is a Fortune 300 global multi-industrial manufacturing leader with revenue of $16 billion in 2025. The company’s seven industry-leading segments leverage the unique ITW Business Model to drive solid growth with best-in-class margins and returns in markets where highly innovative, customer-focused solutions are required. ITW’s approximately 43,000 dedicated colleagues around the world thrive in the company’s decentralized and entrepreneurial culture. www.itw.com.

ILLINOIS TOOL WORKS INC. and SUBSIDIARIES

STATEMENT OF INCOME (UNAUDITED)

Three Months Ended

March 31,

In millions except per share amounts 2026 2025

Operating Revenue $ 4,016 $ 3,839

Cost of revenue 2,256 2,161

Selling, administrative, and research and development expenses 722 706

Amortization and impairment of intangible assets 18 21

Operating Income 1,020 951

Interest expense (73) (68)

Other income (expense) 20 12

Income Before Taxes 967 895

Income Taxes 199 195

Net Income $ 768 $ 700

Net Income Per Share:

Basic

$ 2.66 $ 2.39

Diluted

$ 2.66 $ 2.38

Cash Dividends Per Share:

Paid

$ 1.61 $ 1.50

Declared

$ 1.61 $ 1.50

Shares of Common Stock Outstanding During the Period:

Average

288.3 293.6

Average assuming dilution

289.1 294.5

ILLINOIS TOOL WORKS INC. and SUBSIDIARIES

STATEMENT OF FINANCIAL POSITION (UNAUDITED)

In millions March 31, 2026 December 31, 2025

Assets

Current Assets:

Cash and equivalents $ 827 $ 851

Trade receivables 3,380 3,227

Inventories 1,726 1,659

Prepaid expenses and other current assets 402 463

Total current assets 6,335 6,200

Net plant and equipment 2,230 2,230

Goodwill 5,083 5,098

Intangible assets 574 591

Deferred income taxes 505 519

Other assets 1,537 1,510

$ 16,264 $ 16,148

Liabilities and Stockholders' Equity

Current Liabilities:

Short-term debt $ 2,545 $ 2,286

Accounts payable 609 522

Accrued expenses 1,534 1,636

Cash dividends payable 463 465

Income taxes payable 180 217

Total current liabilities 5,331 5,126

Noncurrent Liabilities:

Long-term debt 6,603 6,683

Deferred income taxes 158 154

Other liabilities 942 959

Total noncurrent liabilities 7,703 7,796

Stockholders' Equity:

Common stock 6 6

Additional paid-in-capital 1,817 1,771

Retained earnings 30,454 30,150

Common stock held in treasury (27,246) (26,875)

Accumulated other comprehensive income (loss) (1,802) (1,827)

Noncontrolling interest 1 1

Total stockholders' equity 3,230 3,226

$ 16,264 $ 16,148

ILLINOIS TOOL WORKS INC. and SUBSIDIARIES

SEGMENT DATA (UNAUDITED)

Three Months Ended March 31, 2026

Dollars in millions Total Revenue Operating Income Operating Margin

Automotive OEM $ 820 $ 173 21.0 %

Food Equipment 637 157 24.7 %

Test & Measurement and Electronics 715 164 22.9 %

Welding 507 163 32.1 %

Polymers & Fluids 452 126 28.0 %

Construction Products 458 135 29.4 %

Specialty Products 431 135 31.3 %

Intersegment (4) — — %

Total Segments 4,016 1,053 26.2 %

Unallocated — (33) — %

Total Company $ 4,016 $ 1,020 25.4 %

ILLINOIS TOOL WORKS INC. and SUBSIDIARIES

SEGMENT DATA (UNAUDITED)

Q1 2026 vs. Q1 2025 Favorable/(Unfavorable)

Operating Revenue Automotive OEM Food Equipment Test & Measurement and Electronics Welding Polymers & Fluids Construction Products Specialty Products Total ITW

Organic (0.9) % (2.8) % 4.6 % 6.0 % 1.7 % (1.3) % (4.7) % 0.4 %

Acquisitions/

Divestitures — % — % 1.8 % — % — % — % — % 0.3 %

Translation 5.3 % 4.5 % 3.2 % 1.3 % 3.7 % 4.7 % 3.7 % 3.9 %

Operating Revenue 4.4 % 1.7 % 9.6 % 7.3 % 5.4 % 3.4 % (1.0) % 4.6 %

Q1 2026 vs. Q1 2025 Favorable/(Unfavorable)

Change in Operating Margin Automotive OEM Food Equipment Test & Measurement and Electronics Welding Polymers & Fluids Construction Products Specialty Products Total ITW

Operating Leverage (20) bps (60) bps 130 bps 100 bps 40 bps (20) bps (80) bps —

Changes in Variable Margin & OH Costs 110 bps (130) bps 50 bps (110) bps 110 bps 30 bps 70 bps 40 bps

Total Organic 90 bps (190) bps 180 bps (10) bps 150 bps 10 bps (10) bps 40 bps

Acquisitions/

Divestitures — — (60) bps — — — — (10) bps

Restructuring/Other 80 bps 10 bps 30 bps (30) bps — 10 bps 50 bps 30 bps

Total Operating Margin Change 170 bps (180) bps 150 bps (40) bps 150 bps 20 bps 40 bps 60 bps

Total Operating Margin % * 21.0% 24.7% 22.9% 32.1% 28.0% 29.4% 31.3% 25.4%

* Includes unfavorable operating margin impact of amortization expense from acquisition-related intangible assets 30 bps 10 bps 140 bps 10 bps 100 bps 10 bps 20 bps 50 bps **

** Amortization expense from acquisition-related intangible assets had an unfavorable impact of ($0.05) on GAAP earnings per share for the first quarter of 2026.

ILLINOIS TOOL WORKS INC. and SUBSIDIARIES

GAAP to NON-GAAP RECONCILIATIONS (UNAUDITED)

AFTER-TAX RETURN ON AVERAGE INVESTED CAPITAL (UNAUDITED)

Three Months Ended

March 31,

Dollars in millions 2026 2025

Numerator:

Net Income $ 768 $ 700

Discrete tax benefit related to the first quarter 2026 (34) —

Discrete tax benefit related to the first quarter 2025 — (21)

Interest expense, net of tax (1)

56 52

Other (income) expense, net of tax (1)

(15) (9)

Operating income after taxes $ 775 $ 722

Denominator:

Invested capital:

Cash and equivalents $ 827 $ 873

Trade receivables 3,380 3,153

Inventories 1,726 1,663

Net plant and equipment 2,230 2,085

Goodwill and intangible assets 5,657 5,475

Accounts payable and accrued expenses (2,143) (2,071)

Debt (9,148) (8,263)

Other, net 701 327

Total net assets (stockholders' equity) 3,230 3,242

Cash and equivalents (827) (873)

Debt 9,148 8,263

Total invested capital $ 11,551 $ 10,632

Average invested capital (2)

$ 11,447 $ 10,432

Net income to average invested capital (3)

26.8 % 26.9 %

After-tax return on average invested capital (3)

27.1 % 27.7 %

(1) Effective tax rate used for interest expense and other (income) expense for the three months ended March 31, 2026 and 2025 was 24.1% and 24.0%, respectively.

(2) Average invested capital is calculated using the total invested capital balances at the start of the period and at the end of the periods presented.

(3) Returns for the three months ended March 31, 2026 and 2025 were converted to an annual rate by multiplying the calculated return by 4.

A reconciliation of the tax rate for the three month period ended March 31, 2026, excluding the first quarter 2026 discrete tax benefit of $34 million primarily related to the resolution of a U.S. tax audit, is as follows:

Three Months Ended

March 31, 2026

Dollars in millions Income Taxes Tax Rate

As reported $ 199 20.6 %

Discrete tax benefit related to the first quarter 2026 34 3.5 %

As adjusted $ 233 24.1 %

A reconciliation of the tax rate for the three month period ended March 31, 2025, excluding the first quarter 2025 discrete tax benefit of $21 million related to the reversal of a valuation allowance on net operating loss carryforwards, is as follows:

Three Months Ended

March 31, 2025

Dollars in millions Income Taxes Tax Rate

As reported $ 195 21.7 %

Discrete tax benefit related to the first quarter 2025 21 2.3 %

As adjusted $ 216 24.0 %

AFTER-TAX RETURN ON AVERAGE INVESTED CAPITAL (UNAUDITED)

Twelve Months Ended

Dollars in millions December 31, 2025

Numerator:

Net income $ 3,066

Net discrete tax benefit related to the third quarter 2025 (27)

Discrete tax benefit related to the first quarter 2025 (21)

Interest expense, net of tax (1)

222

Other (income) expense, net of tax (1)

(32)

Operating income after taxes $ 3,208

Denominator:

Invested capital:

Cash and equivalents $ 851

Trade receivables 3,227

Inventories 1,659

Net plant and equipment 2,230

Goodwill and intangible assets 5,689

Accounts payable and accrued expenses (2,158)

Debt (8,969)

Other, net 697

Total net assets (stockholders' equity) 3,226

Cash and equivalents (851)

Debt 8,969

Total invested capital $ 11,344

Average invested capital (2)

$ 10,959

Net income to average invested capital 28.0 %

After-tax return on average invested capital 29.3 %

(1) Effective tax rate used for interest expense and other (income) expense for the year ended December 31, 2025 was 23.9%.

(2) Average invested capital is calculated using the total invested capital balances at the start of the period and at the end of each quarter within the period presented.

A reconciliation of the 2025 effective tax rate, excluding the third quarter 2025 net discrete tax benefit of $27 million, which included a favorable discrete tax benefit 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, and excluding the first quarter 2025 discrete tax benefit of $21 million related to the reversal of a valuation allowance on net operating loss carryforwards, is as follows:

Twelve Months Ended

December 31, 2025

Dollars in millions Income Taxes Tax Rate

As reported $ 900 22.7 %

Net discrete tax benefit related to the third quarter 2025 27 0.7 %

Discrete tax benefit related to the first quarter 2025 21 0.5 %

As adjusted $ 948 23.9 %

FREE CASH FLOW (UNAUDITED)

Three Months Ended

March 31,

Dollars in millions 2026 2025

Net cash provided by operating activities $ 623 $ 592

Less: Additions to plant and equipment (95) (96)

Free cash flow $ 528 $ 496

Net income $ 768 $ 700

Net cash provided by operating activities to net income conversion rate 81 % 85 %

Free cash flow to net income conversion rate 69 % 71 %

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Document and Entity Information Document

Apr. 30, 2026

Entity Information [Line Items]

Document Type

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Document Period End Date

Apr. 30, 2026

Entity Registrant Name

ILLINOIS TOOL WORKS INC.

Entity Incorporation, State or Country Code

Entity File Number

1-4797

Entity Tax Identification Number

36-1258310

Entity Address, Address Line One

155 Harlem Avenue

Entity Address, City or Town

Glenview

Entity Address, State or Province

Entity Address, Postal Zip Code

60025

City Area Code

847

Local Phone Number

724-7500

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NEW YORK STOCK EXCHANGE, INC. | Common Stock

Entity Information [Line Items]

Title of 12(b) Security

Common Stock

Trading Symbol

ITW

Security Exchange Name

NYSE

NEW YORK STOCK EXCHANGE, INC. | 0.625% Euro Notes due 2027

Entity Information [Line Items]

Title of 12(b) Security

0.625% Euro Notes due 2027

Trading Symbol

ITW27

Security Exchange Name

NYSE

NEW YORK STOCK EXCHANGE, INC. | 3.250% Euro Notes due 2028

Entity Information [Line Items]

Title of 12(b) Security

3.250% Euro Notes due 2028

Trading Symbol

ITW28

Security Exchange Name

NYSE

NEW YORK STOCK EXCHANGE, INC. | 2.125% Euro Notes due 2030

Entity Information [Line Items]

Title of 12(b) Security

2.125% Euro Notes due 2030

Trading Symbol

ITW30

Security Exchange Name

NYSE

NEW YORK STOCK EXCHANGE, INC. | 1.00% Euro Notes due 2031

Entity Information [Line Items]

Title of 12(b) Security

1.00% Euro Notes due 2031

Trading Symbol

ITW31

Security Exchange Name

NYSE

NEW YORK STOCK EXCHANGE, INC. | 3.375% Euro Notes due 2032

Entity Information [Line Items]

Title of 12(b) Security

3.375% Euro Notes due 2032

Trading Symbol

ITW32

Security Exchange Name

NYSE

NEW YORK STOCK EXCHANGE, INC. | 3.00% Euro Notes due 2034

Entity Information [Line Items]

Title of 12(b) Security

3.00% Euro Notes due 2034

Trading Symbol

ITW34

Security Exchange Name

NYSE

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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