|4Feb 17, 5:19 PM ET

Chambers Timothy L 4

4 · Snap-on Inc · Filed Feb 17, 2026

Research Summary

AI-generated summary of this filing

Updated

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
Period: 2026-02-12
Chambers Timothy L
Sr VP & Pres - Tools
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-12+1,85622,072.418 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-12$378.55/sh873$330,47421,199.418 total
  • Disposition to Issuer

    Performance Units

    [F3][F1]
    2026-02-128071,856 total
    Common Stock (807 underlying)
  • Exercise/Conversion

    Performance Units

    [F3][F1]
    2026-02-121,8560 total
    Common Stock (1,856 underlying)
  • Award

    Stock Option (Right to Buy)

    [F5][F4]
    2026-02-12+4,1034,103 total
    Exercise: $378.55From: 2027-02-12Exp: 2036-02-12Common Stock (4,103 underlying)
  • Award

    Restricted Stock Units

    [F3][F6]
    2026-02-12+988988 total
    From: 2029-02-12Exp: 2029-02-12Common Stock (988 underlying)
  • Award

    Performance Units

    [F3][F7]
    2026-02-12+1,9751,975 total
    Common Stock (1,975 underlying)
Holdings
  • Stock Option (Right to Buy)

    [F8]
    Exercise: $168.70Exp: 2027-02-09Common Stock (9,500 underlying)
    9,500
  • Stock Option (Right to Buy)

    [F8]
    Exercise: $161.18Exp: 2028-02-15Common Stock (7,594 underlying)
    7,594
  • Stock Option (Right to Buy)

    [F8]
    Exercise: $155.92Exp: 2029-02-14Common Stock (12,000 underlying)
    12,000
  • Stock Option (Right to Buy)

    [F8]
    Exercise: $155.34Exp: 2030-02-13Common Stock (13,500 underlying)
    13,500
  • Stock Option (Right to Buy)

    [F8]
    Exercise: $189.89Exp: 2031-02-11Common Stock (9,672 underlying)
    9,672
  • Stock Option (Right to Buy)

    [F8]
    Exercise: $211.67Exp: 2032-02-10Common Stock (8,003 underlying)
    8,003
  • Stock Option (Right to Buy)

    [F8]
    Exercise: $249.26Exp: 2033-02-09Common Stock (5,830 underlying)
    5,830
  • Stock Option (Right to Buy)

    [F4]
    Exercise: $269.00From: 2025-02-15Exp: 2034-02-15Common Stock (5,463 underlying)
    5,463
  • Stock Option (Right to Buy)

    [F4]
    Exercise: $339.73From: 2026-02-13Exp: 2035-02-13Common Stock (4,273 underlying)
    4,273
  • Restricted Stock Units

    [F3][F6]
    From: 2027-02-15Exp: 2027-02-15Common Stock (1,178 underlying)
    1,178
  • Restricted Stock Units

    [F3][F6]
    From: 2028-02-13Exp: 2028-02-13Common Stock (999 underlying)
    999
  • Performance Units

    [F3][F9]
    Common Stock (2,357 underlying)
    2,357
  • Performance Units

    [F3][F10]
    Common Stock (1,999 underlying)
    1,999
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

Documents

2 files
  • 4
    form4.xmlPrimary

    PRIMARY DOCUMENT

  • EX-24

    POWER OF ATTORNEY (PUBLIC): POWER OF ATTORNEY