Form 8-A12B - Registration of securities [Section 12(b)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

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.)	(IRS Employer Identification No.)

155 Harlem Avenue, Glenview, IL 60025

(Address of registrant’s principal executive offices, including zip code)

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


Title of each class to be so registered		Name of each exchange on which each class is to be registered
3.250% Notes Due 2028		New York Stock Exchange
3.375% Notes Due 2032		New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A. (c), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A. (d), check the following box. ☐

Securities Act registration statement file number to which this form relates:

333-273706

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

None

(Title of class)

Item 1.

Description of Registrant’s Securities to be Registered.

For a description of the securities to be registered hereunder, reference is made to the information under the headings “Description of Notes” on pages S-13 through S-22 of the Prospectus Supplement dated May 14, 2024 and “Description of Debt Securities” on pages 5 through 12 of the Prospectus dated August 4, 2023, each of which forms part of the registration statement on Form S-3 (Registration Statement No. 333-273706) of Illinois Tool Works Inc., which information is incorporated by reference and made part of this registration statement in its entirety.

Item 2.

Exhibits.

The securities to be registered hereunder are expected to be listed on the New York Stock Exchange, the exchange on which certain other securities of Illinois Tool Works Inc. are currently listed. Pursuant to the Instructions as to Exhibits with respect to Form 8-A, the following exhibits are being filed with the Securities and Exchange Commission in connection with this Registration Statement:

1.1

Indenture between Illinois Tool Works Inc. and The First National Bank of Chicago, as Trustee, dated as of November 1, 1986, filed as Exhibit 4.4 to the Company’s Registration Statement on Form S-3 filed on August 7, 2020 and incorporated herein by reference.

1.2

First Supplemental Indenture between Illinois Tool Works Inc. and Harris Trust and Savings Bank, as Trustee, dated as of May 1, 1990, filed as Exhibit 4.5 to the Company’s Registration Statement on Form S-3 filed on August 7, 2020 and incorporated herein by reference.

1.3

Officers’ Certificate, dated May 17, 2024, establishing the terms, and setting forth the forms, of the 3.250% Notes due 2028 and the 3.375% Notes due 2032, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 17, 2024 (Commission File No. 1-4797) and incorporated herein by reference.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.