UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
On February 20, 2026, Illinois Tool Works Inc. (the “Company”) entered into a $3.0 billion, five-year credit agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as Agent, Citibank, N.A. as Syndication Agent, both of which served as Joint Lead Arrangers and Joint Bookrunners, and a syndicate of lenders, that replaces the Company’s existing revolver that was scheduled to terminate on October 21, 2027. As of February 20, 2026, no amounts were outstanding under either facility.
Any borrowings denominated in U.S. Dollars will carry, at the Company’s option, either a floating rate of interest in effect from time to time, a benchmark rate which is Term SOFR fixed for one, three or six months plus the applicable margin, or a competitive bid rate of interest. Borrowings denominated in a currency other than U.S. Dollars will carry a risk-free floating rate (if available for the applicable currency) plus the applicable margin, a benchmark rate (if available for the applicable currency) or a competitive bid rate of interest. The floating rate of interest is the highest of (i) the Prime Rate, as described in the Credit Agreement, (ii) the federal funds rate plus 0.50% (if the federal funds rate is less than zero, such rate shall be deemed to be zero), and (iii) Term SOFR for one month plus 1.00% (if one-month Term SOFR is less than zero, such rate shall be deemed to be zero). The applicable margin varies between 0.625% and 1.00%, depending on the Company’s credit rating. Under the Credit Agreement, the Company will pay the same recurring fee on the unused amount of the commitments, ranging from 0.045% to 0.09%, depending on the Company’s credit rating.
The Credit Agreement includes a provision under which the Company may request an increase of the total facility up to $5.0 billion, with the grant of such request at the lenders’ discretion. The Credit Agreement also contains customary representations, warranties, and covenants, and events of default. Further, the Credit Agreement contains a financial covenant requiring the Company to maintain a minimum interest coverage ratio.
Some of the lenders named under the Credit Agreement and their affiliates have various relationships with the Company and its subsidiaries involving the provision of financial services, including cash management, investment banking, foreign exchange and trust services.
The foregoing description of the Credit Agreement is not intended to be complete and is qualified in its entirety by reference to the Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement
On February 20, 2026, in connection with the Company’s entry into the Credit Agreement, the existing credit agreement dated October 21, 2022, as amended, by and among the Company, the lenders named therein, and JPMorgan Chase Bank, N.A., as Agent, was terminated.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant
The information set forth in Item 1.01 in this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit |
Exhibit Description | |
| 10.1 | Credit Agreement dated as of February 20, 2026 among Illinois Tool Works Inc., JPMorgan Chase Bank, N.A., as Agent, Citibank, N.A., as Syndication Agent, and a syndicate of Lenders | |
| 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.
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ILLINOIS TOOL WORKS INC. | |||||
| Dated: February 20, 2026 | By: | /s/ Randall J. Scheuneman | ||||
| Randall J. Scheuneman | ||||||
| Vice President & Chief Accounting Officer | ||||||