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Snap-on Inc·4

Feb 17, 5:25 PM ET

Miller Richard Thomas 4

4 · Snap-on Inc · Filed Feb 17, 2026

Research Summary

AI-generated summary of this filing

Updated

Snap-on (SNA) VP Richard Miller Exercises Options, Receives Awards

What Happened

  • Richard Thomas Miller, Vice President, General Counsel & Secretary of Snap-on Inc. (SNA), had multiple derivative and award transactions reported for 2026-02-12. He received award shares (performance/restricted units) totaling 3,634 shares (2,110 + 508 + 1,016) as grants/awards.
  • The filing shows exercise/conversion of derivatives (stock options/performance units), some shares acquired and some surrendered: 204 shares were withheld to cover tax withholding at $378.55 per share (total reported value $77,224). An additional 337 shares were disposed to the issuer (derivative disposition), and other exercise/conversion entries were reported (see Key Details).
  • These transactions are compensation-related (awards vesting and option exercise/conversion) rather than open-market buys or discretionary sales.

Key Details

  • Transaction date: February 12, 2026; Form 4 filed Feb 17, 2026 (filing appears to be within the standard two-business-day window).
  • Awards granted/received: 2,110; 508; and 1,016 shares (total 3,634 shares; reported as derivative awards).
  • Tax withholding: 204 shares withheld @ $378.55 = $77,224 (code F; withholding on vesting).
  • Disposition to issuer: 337 shares (derivative disposition, code D).
  • Other derivative activity: multiple exercise/conversion entries (codes M) and one entry showing option fully vested (footnote F10).
  • Shares owned after the transactions: not disclosed on this Form 4.
  • Relevant footnotes: F1 (69.7% of 2023–2025 performance units vested; reporting person deferred some shares), F2 (shares withheld for taxes), F10–F12 (option fully vested and other performance-unit vesting schedules), F5 (plan statement dated Dec 31, 2025).

Context

  • These transactions are largely routine compensation events: awards vested and options/performance units were exercised or converted. The withholding and issuance back to the company are common mechanisms to cover taxes or exercise prices (a cashless element).
  • Such compensation-related acquisitions are different from open-market purchases by insiders; they reflect plan vesting and election choices rather than an active buy/sell decision by the insider.

Insider Transaction Report

Form 4
Period: 2026-02-12
Snap-on IncSNA
Miller Richard Thomas
VP, Gen Counsel & Secretary
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-12+631→ 5,155.889 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-12$378.55/sh−204$77,224→ 4,951.889 total
  • Disposition to Issuer

    Performance Units

    [F3][F1]
    2026-02-12−337→ 774 total
    → Common Stock (337 underlying)
  • Exercise/Conversion

    Performance Units

    [F3][F1]
    2026-02-12−631→ 143 total
    → Common Stock (631 underlying)
  • Exercise/Conversion

    Performance Units

    [F3][F1]
    2026-02-12−143→ 0 total
    → Common Stock (143 underlying)
  • Exercise/Conversion

    Deferred Stock Units

    [F3][F1][F4][F5]
    2026-02-12+143→ 1,168.373 total
    → Common Stock (143 underlying)
  • Award

    Stock Option (Right to Buy)

    [F7][F6]
    2026-02-12+2,110→ 2,110 total
    Exercise: $378.55From: 2027-02-12Exp: 2036-02-12→ Common Stock (2,110 underlying)
  • Award

    Restricted Stock Units

    [F3][F8]
    2026-02-12+508→ 508 total
    From: 2029-02-12Exp: 2029-02-12→ Common Stock (508 underlying)
  • Award

    Performance Units

    [F3][F9]
    2026-02-12+1,016→ 1,016 total
    → Common Stock (1,016 underlying)
Holdings

  • Stock Option (Right to Buy)

    [F10]
    Exercise: $155.92Exp: 2029-02-14→ Common Stock (4,500 underlying)
    4,500

  • Stock Option (Right to Buy)

    [F10]
    Exercise: $155.34Exp: 2030-02-13→ Common Stock (4,700 underlying)
    4,700

  • Stock Option (Right to Buy)

    [F10]
    Exercise: $189.89Exp: 2031-02-11→ Common Stock (2,815 underlying)
    2,815

  • Stock Option (Right to Buy)

    [F10]
    Exercise: $211.67Exp: 2032-02-10→ Common Stock (2,941 underlying)
    2,941

  • Stock Option (Right to Buy)

    [F10]
    Exercise: $249.26Exp: 2033-02-09→ Common Stock (2,433 underlying)
    2,433

  • Stock Option (Right to Buy)

    [F6]
    Exercise: $269.00From: 2025-02-15Exp: 2034-02-15→ Common Stock (2,670 underlying)
    2,670

  • Stock Option (Right to Buy)

    [F6]
    Exercise: $339.73From: 2026-02-13Exp: 2035-02-13→ Common Stock (2,076 underlying)
    2,076

  • Restricted Stock Units

    [F3][F8]
    From: 2027-02-15Exp: 2027-02-15→ Common Stock (576 underlying)
    576

  • Restricted Stock Units

    [F3][F8]
    From: 2028-02-13Exp: 2028-02-13→ Common Stock (485 underlying)
    485

  • Performance Units

    [F3][F11]
    → Common Stock (1,152 underlying)
    1,152

  • Performance Units

    [F3][F12]
    → Common Stock (971 underlying)
    971
Footnotes (12)
  • [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). The reporting person elected to defer the receipt of a portion of the underlying shares.
  • [F10]Option fully vested.
  • [F11]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.
  • [F12]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]Payment will be made in accordance with the reporting person's deferral election, death, disability or termination of employment.
  • [F5]This information is based on a plan statement dated December 31, 2025, as updated by the transaction being reported on this Form 4 and the transaction reported on the Form 4 dated February 9, 2026.
  • [F6]Original stock option grant vests in three annual installments beginning on the date listed in the "Date Exercisable" column.
  • [F7]The transaction was an option grant. Accordingly, the reporting person did not pay a price to obtain the option.
  • [F8]The restricted stock units vest three years from the grant date on the date listed above, assuming continued employment.
  • [F9]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.
Signature
/s/ Ryan S. Lovitz under Power of Attorney for Richard Thomas Miller|2026-02-13

Documents

2 files
  • 4
    form4.xmlPrimary

    PRIMARY DOCUMENT

  • EX-24
    doc1.txt

    POWER OF ATTORNEY (PUBLIC): MILLER NOVEMBER 2018