Chambers Timothy L 4
4 · Snap-on Inc · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Snap-on (SNA) Sr. VP Timothy Chambers Exercises Options, Receives Awards
What Happened
- Timothy L. Chambers, Senior Vice President & President – Tools at Snap-on, exercised/converted equity on Feb 12, 2026 and received multiple award/award-type share units. The filing shows exercises/conversions of 1,856 derivative shares, tax withholding of 873 shares at $378.55 each (proceeds ~$330,474), and a disposition of 807 shares back to the issuer. In addition he was granted award/derivative units totaling 4,103 + 988 + 1,975 = 7,066 units (reported at $0.00, subject to vesting/performance conditions).
Key Details
- Transaction date: February 12, 2026 (Form 4 filed Feb 17, 2026).
- Tax withholding: 873 shares withheld at $378.55 per share = $330,474 (footnote F2).
- Shares surrendered/tendered: 807 shares disposed to the issuer (code D).
- Exercise/conversion: 1,856 derivative shares exercised/converted (codes M; some exercised/then disposed as derivatives per filing).
- Awards/grants: three awards recorded (4,103; 988; 1,975 units) reported at $0.00 — these are performance/RSU-style derivative awards subject to vesting (see footnotes F6, F9, F10).
- Vesting/performance note: For the vesting period 2023–2025, 69.7% of performance units vested (footnote F1). Other performance grants are contingent on future goal periods (see F7, F9, F10); targets may pay up to 200% of target units, subject to plan limits.
- Conversion ratio/other mechanics: conversion is 1-for-1 where noted (footnote F3); some grants vest over multi-year schedules (F4, F6).
- Shares owned after transaction: not stated in the provided filing.
- Filing timeliness: Form filed Feb 17, 2026 for Feb 12, 2026 transactions — appears later than the standard 2-business-day Form 4 filing requirement.
Context
- This looks like a routine exercise/settlement of equity awards plus issuance of new award units. The use of withheld/surrendered shares to cover taxes or satisfy exercise/withholding obligations is common and is not necessarily a directional buy/sell signal.
- The newly reported awards are performance- or time-based derivatives (reported at $0) and may vest only if future performance or continued employment conditions are met; maximum payouts can be up to 200% of target per plan limits.
Insider Transaction Report
Form 4
Snap-on IncSNA
Chambers Timothy L
Sr VP & Pres - Tools
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-02-12+1,856→ 22,072.418 total - Tax Payment
Common Stock
[F2]2026-02-12$378.55/sh−873$330,474→ 21,199.418 total - Disposition to Issuer
Performance Units
[F3][F1]2026-02-12−807→ 1,856 total→ Common Stock (807 underlying) - Exercise/Conversion
Performance Units
[F3][F1]2026-02-12−1,856→ 0 total→ Common Stock (1,856 underlying) - Award
Stock Option (Right to Buy)
[F5][F4]2026-02-12+4,103→ 4,103 totalExercise: $378.55From: 2027-02-12Exp: 2036-02-12→ Common Stock (4,103 underlying) - Award
Restricted Stock Units
[F3][F6]2026-02-12+988→ 988 totalFrom: 2029-02-12Exp: 2029-02-12→ Common Stock (988 underlying) - Award
Performance Units
[F3][F7]2026-02-12+1,975→ 1,975 total→ Common Stock (1,975 underlying)
Holdings
- 9,500
Stock Option (Right to Buy)
[F8]Exercise: $168.70Exp: 2027-02-09→ Common Stock (9,500 underlying) - 7,594
Stock Option (Right to Buy)
[F8]Exercise: $161.18Exp: 2028-02-15→ Common Stock (7,594 underlying) - 12,000
Stock Option (Right to Buy)
[F8]Exercise: $155.92Exp: 2029-02-14→ Common Stock (12,000 underlying) - 13,500
Stock Option (Right to Buy)
[F8]Exercise: $155.34Exp: 2030-02-13→ Common Stock (13,500 underlying) - 9,672
Stock Option (Right to Buy)
[F8]Exercise: $189.89Exp: 2031-02-11→ Common Stock (9,672 underlying) - 8,003
Stock Option (Right to Buy)
[F8]Exercise: $211.67Exp: 2032-02-10→ Common Stock (8,003 underlying) - 5,830
Stock Option (Right to Buy)
[F8]Exercise: $249.26Exp: 2033-02-09→ Common Stock (5,830 underlying) - 5,463
Stock Option (Right to Buy)
[F4]Exercise: $269.00From: 2025-02-15Exp: 2034-02-15→ Common Stock (5,463 underlying) - 4,273
Stock Option (Right to Buy)
[F4]Exercise: $339.73From: 2026-02-13Exp: 2035-02-13→ Common Stock (4,273 underlying) - 1,178
Restricted Stock Units
[F3][F6]From: 2027-02-15Exp: 2027-02-15→ Common Stock (1,178 underlying) - 999
Restricted Stock Units
[F3][F6]From: 2028-02-13Exp: 2028-02-13→ Common Stock (999 underlying) - 2,357
Performance Units
[F3][F9]→ Common Stock (2,357 underlying) - 1,999
Performance Units
[F3][F10]→ Common Stock (1,999 underlying)
Footnotes (10)
- [F1]Based on Company performance during the 2023-2025 period, 69.7% of the performance units vested (as previously disclosed, the reporting person had the opportunity to earn up to 200% of the number originally reported, subject to plan limits).
- [F10]If the Company achieves certain goals over the 2025-2027 period, the performance units will vest and stock will be awarded. The target number of units that may be earned is reported above; the maximum amount is 200% of the number reported, subject to plan limits.
- [F2]Shares were withheld to cover tax withholding upon the vesting of performance units.
- [F3]1 for 1.
- [F4]Original stock option grant vests in three annual installments beginning on the date listed in the "Date Exercisable" column.
- [F5]The transaction was an option grant. Accordingly, the reporting person did not pay a price to obtain the option.
- [F6]The restricted stock units vest three years from the grant date on the date listed above, assuming continued employment.
- [F7]If the Company achieves certain goals over the 2026-2028 period, the performance units will vest and stock will be awarded. The target number of units that may be earned is reported above; the maximum amount is 200% of the number reported, subject to plan limits.
- [F8]Option fully vested.
- [F9]If the Company achieves certain goals over the 2024-2026 period, the performance units will vest and stock will be awarded. The target number of units that may be earned is reported above; the maximum amount is 200% of the number reported, subject to plan limits.
Signature
/s/ Ryan S. Lovitz under Power of Attorney for Timothy L. Chambers|2026-02-13