Chambers Timothy L 4

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.