Miller Richard Thomas 4

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.