OZOLINS MARTY V. 4

What Happened

• Marty V. Ozolins, Vice President & Controller of Snap-on Inc. (SNA), completed a set of option/derivative transactions and received performance-based equity awards on Feb 12, 2026. The filing shows exercises/conversions of derivatives (multiple "M" entries), a tax/payment withholding of 15 shares valued at $378.55 per share (total $5,678), and disposals to the issuer (likely net settlement or withholding) of 191 shares. In addition, Ozolins was granted/awarded performance-based units/RSUs totaling 1,084 + 261 + 522 = 1,867 units (grant value shown as $0 because these are awards/units, not open-market purchases).
• These transactions look like option/derivative exercises followed by net settlement/withholding to cover tax or exercise obligations, plus the delivery of performance-based awards (some of which vested based on 2023–2025 performance).

Key Details

• Transaction date: February 12, 2026; Form 4 filed February 17, 2026 (filed after the transaction date; appears outside the usual 2-business-day window).
• Tax/exercise payment: 15 shares withheld at $378.55/share = $5,678 reported as disposed (code F).
• Dispositions to issuer: 191 shares (code D) reported as disposed—consistent with net settlement or withholding.
• Awards received: 1,867 performance/award units granted (codes A) at $0 reported (derivative awards, not cash purchases).
• Notable footnotes: F1 indicates 69.7% of 2023–2025 performance units vested and that the reporting person elected to defer a portion of the underlying shares; F2 confirms shares were withheld to cover tax withholding; F10 notes an option fully vested; F11–F12 describe other performance-unit measurement periods (2024–2026, 2025–2027) and potential upside (up to 200% of target subject to plan limits).
• Shares owned after the reported transactions are not stated in the excerpt of the filing.

Context

• This appears to be a cashless/net settlement-type exercise: options/derivatives were converted and shares were withheld/disposed to cover taxes or exercise obligations rather than sold on the open market. That typically reflects routine tax/settlement mechanics rather than a straightforward "sell" decision.
• The 1,867 units are performance-based awards (vesting and final shares depend on future performance/vesting schedules). Such awards are contingent and do not necessarily reflect an immediate open-market purchase or sale.