ILLINOIS TOOL WORKS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

ILLINOIS TOOL WORKS INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ITW Notice of 2024 Annual Meeting and Proxy Stateme

About ITW

Founded in 1912, Illinois Tool Works Inc. (“ITW,” “we,” “our,” “us,” or the “Company”) (NYSE: ITW) is a Fortune 300 global multi-industry 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. To learn more, please visitwww.itw.com. The information accessible through our corporate website is not incorporated by reference into and is not a part of this Proxy Statement or incorporated by reference into any of our other filings with the SEC.

A Global Industrial Leader Built Around a Differentiated Business Model, Powered by Innovation

•Our 80/20 Front-to-Back Business Management Process is a proprietary operating system that we apply in every ITW business. Through the application of our 80/20 business management process, we structure and focus our businesses to uniquely satisfy the needs of our largest and most profitable customers and eliminate the costs, complexity and distractions associated with serving smaller and less profitable customers. As a result, our businesses consistently deliver solid growth with best-in-class total cost productivity by concentrating our efforts, investments and resources on the key customers and products that are best positioned for profitable organic growth. •Our Customer-Back Innovation (“CBI”) means we develop solutions to solve our customers’ biggest challenges – innovating from the customer back, not from the research and development center out. This unique element of our Business Model is especially critical to achieve ITW’s organic growth goal for the Next Phase of our Enterprise Strategy. To enhance the effectiveness of our team, in 2024 we rolled out a reinvigorated CBI framework based on our extensive Company-wide experience and decades of successful innovation. Just as we systematically strengthened, our 80/20 Front-to-Back capability over the past decade, we codified our innovation framework into a disciplined, repeatable process. Following the 2024 rollout, 2025 was defined by divisions applying the framework to their specific market needs. CBI is the primary engine for achieving our organic growth goals, and with this momentum, we are confident that above-market growth, fueled by CBI, will become a defining ITW strength.•Our Decentralized, Entrepreneurial Culture allows us to be fast, focused and responsive. Our people are clear about what is expected of them with regard to our Business Model, our strategy and our values. Within this framework, we empower our business teams to make decisions and customize their approach in order to maximize the relevance and impact of the ITW Business Model for their specific customers and end markets. Our people thrive in ITW’s “flexibility within the framework” culture; they think and act like entrepreneurs, they are accountable and they deliver.

About ITW

ITW’s Diversified, High-Quality Business Portfolio

At ITW, we believe operating margin is the best indicator of relative competitive advantage, as it incorporates both the level of value-add in the solutions a business provides to its customers and the efficiency of its processes to produce and distribute them.

2025 Segment Operating Margin vs. Segment Peer Group Average 1

ii

Letter from our Non-Executive Chairman and Independent Lead Director

Dear Fellow Shareholders,

On behalf of the Board of Directors and our senior leadership team, we are pleased to invite you to attend ITW’s Annual Meeting of Stockholders, which will be held virtually on Friday, May 8, 2026, at 8:30 a.m. Central Time (the “Annual Meeting”). You may attend the meeting by visiting the login page atwww.virtualshareholdermeeting.com/ITW2026.

We encourage you to review this Proxy Statement, which outlines the proposals on which you will have a chance to vote. Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible on the Internet, by telephone or by mail, by reviewing the instructions on the enclosed proxy card or the electronic proxy material delivery notice.

Looking back on 2025, ITW’s strong Business Model and diverse, high-quality portfolio fueled another year of excellent operational and financial results. We consistently exceeded end market growth, boosted profitability and margins, and achieved best-in-class operating margin, and after-tax return on invested capital.

2025 marked the second year of the Next Phase (2024-2030) Enterprise Strategy, and we made significant progress toward our long-term strategic objectives. With organic growth as our top priority, we continue to target 4%+ high-quality growth through the cycle. Customer-Back Innovation (“CBI”) is central to this mission. We are encouraged by our 2.4% CBI contribution to revenue growth in 2025 – an improvement of 40 basis points over 2024 – as we continue to advance toward our 3%+ CBI target by 2030.

This progress reinforces our momentum towards making above-market organic growth a core strength for ITW, matching our best-in-class financial performance and operational excellence.

Sincerely,

Notice of 2026 Annual Meeting of Stockholders

Items of Business

To conduct any other business as may be properly brought before the meeting.

Virtual Meeting

The Annual Meeting will be held in virtual format and will be accessible to all of our stockholders. The virtual Annual Meeting will afford our stockholders the same rights and opportunities as an in-person meeting, allowing for active participation by all of our stockholders at no cost, regardless of their geographic location.

To attend the Annual Meeting, vote and submit questions during the Annual Meeting, go towww.virtualshareholdermeeting.com/ITW2026 on the date of the meeting. You will need to enter the 16-digit control number on your proxy card, voting instructions on Notice of Internet Availability you previously received. See additional instructions on page 73 of the Proxy Statement.

Form 10-K

Our Form 10-K for fiscal year 2025 is enclosed if you received proxy materials by mail. The Form 10-K is accessible on the Internet atwww.proxyvote.com if you received the Notice of Internet Availability of Proxy Materials or previously consented to electronic delivery of proxy materials.

By Order of the Board of Directors,

Christopher P. Rauch

Secretary

March 27, 2026

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Notice of 2026 Annual Meeting of Stockholders

Your Vote is Important

Whether or not you plan to attend the Annual Meeting, please vote your proxy either by using the Internet or telephone as

further explained in this Proxy Statement or by filling in, signing, dating, and promptly mailing a proxy card.

How To Vote

You may vote your shares in one of the following four ways:

For more information on how to vote your shares (including if those shares are held through a bank or a broker) or how to attend the Annual Meeting online, please go to “Other Information - Voting and Virtual Annual Meeting Information” in this Proxy Statement.

This Proxy Statement and the accompanying materials are first being mailed or made available to stockholders on or about March 27, 2026.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 8, 2026:The Notice of Annual Meeting, Proxy Statement and Form 10-K are available at www.proxyvote.com. Enter the 16-digit control number located in the box next to the arrow on the Notice of Internet Availability of Proxy Materials or proxy card to view these materials. These materials are also available on the Company’s website at www.itw.com under the “Investor Relations” link. Paper copies are available without charge upon written request to the Company at Illinois Tool Works Inc., 155 Harlem Avenue, Glenview, Illinois 60025, Attention: Secretary.

Table of Contents

Websites:

Links to websites included in this Proxy Statement are provided solely for convenience. Information contained on websites, including our website, is not, and will not be deemed to be, a part of this Proxy Statement or incorporated by reference into any of our other filings with the Securities and Exchange Commission (the “SEC”).

Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “believe,” “expect,” “plan,” “intend,” “may,” “strategy,” “prospects,” “estimate,” “will,” “should,” “could,” “project,” “target,” “anticipate,” “guidance,” “forecast,” and other similar words, including, without limitation, statements regarding the Company’s long-term Enterprise Strategy objectives, core TSR model targets, CBI Yield estimates and targets, performance targets and environmental, social and governance matters, including targets and goals. These statements are subject to certain risks, uncertainties, and other factors, which could cause actual results to differ materially from those anticipated. Such risks include those contained in ITW’s Form 10-K for the year ended December 31, 2025 and other documents ITW files with the SEC. These risks are not all-inclusive and given these and other possible risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Any forward-looking statements made by ITW speak only as of the date on which they are made. ITW is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, subsequent events or otherwise, except as required by law.