Material Agreement

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): February 24, 2025 _________________________ 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 1.01 Entry into a Material Definitive Agreement. On February 24, 2025, Illinois Tool Works Inc. (the “Company”) entered into an amendment agreement (the “Amendment Agreement”) to the Euro-denominated credit agreement dated as of May 5, 2023 (the “Euro Credit Agreement”) among the Company, the lender(s) party thereto and ING Bank, N.V., London Branch, as Agent. The Amendment Agreement, among other things, (i) extends the termination date of the Euro Credit Agreement to February 28, 2027, provided, however, that the Company may extend such termination date to September 15, 2027 pursuant to the conditions set forth in the Amendment Agreement; (ii) decreases the interest rate spread applicable to Loans (as defined in the Euro Credit Agreement) from 0.75% to 0.70%; and (iii) updates the applicable interest periods to remove the one-month interest period. As of February 24, 2025, the Company had €750 million outstanding under the Euro Credit Agreement and has fully drawn under the Euro Credit Agreement with no amounts available for additional borrowings. The foregoing description of the Amendment Agreement is not complete and is qualified in its entirety by the terms and provisions of the Amendment Agreement, a copy of which is filed herewith as Exhibit 10(a) and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Exhibit Description 10(a) Amendment Agreement No. 1 to Credit Agreement dated as of February 24, 2025 among Illinois Tool Works Inc., the lender(s) party thereto and ING Bank N.V., London Branch, as Agent. 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: February 27, 2025 By: /s/ Randall J. Scheuneman Randall J. Scheuneman Vice President & Chief Accounting Officer