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Snap-on Inc·4

Feb 17, 5:35 PM ET

PINCHUK NICHOLAS T 4

4 · Snap-on Inc · Filed Feb 17, 2026

Research Summary

AI-generated summary of this filing

Updated

Snap-on (SNA) CEO Nicholas T. Pinchuk Exercises Options and Sells Shares

What Happened

  • Nicholas T. Pinchuk, Chairman, President & CEO of Snap-on Inc., had derivative awards convert/vest and received new equity awards on Feb 12, 2026. The filing shows an exercise/conversion of 11,602 derivative units and three grant/award entries totaling 36,816 award units (18,755; 4,515; 13,546).
  • To cover tax withholding on vested performance units, 5,142 shares were withheld at $378.55 per share, producing proceeds of $1,946,504 (reported as a disposition). An additional 5,043 shares were surrendered/returned to the issuer as part of the settlement (derivative disposition). Net, the activity reflects a conversion/settlement of derivatives with tax withholding and issuer surrender rather than an open‑market sale.

Key Details

  • Transaction date: February 12, 2026; Form 4 filed February 17, 2026 (filed 5 days after the transaction).
  • Notable amounts: 11,602 derivatives exercised/converted; 5,142 shares withheld for taxes at $378.55 = $1,946,504; 5,043 shares surrendered to issuer; awards granted totaling 36,816 units (no cash paid).
  • Footnotes: F1 indicates 69.7% of the performance units vested for the 2023–2025 period; F2 confirms shares were withheld to cover tax withholding; F10/F9/F7 describe future performance-unit vesting possibilities (target amounts shown; max 200% subject to plan limits); F11 notes payment may be subject to the reporting person's deferral election.
  • Shares owned after the transactions are not specified in the summary data provided.
  • Timeliness: The Form 4 was filed five days after the reported transaction date, which appears later than the standard two business‑day filing requirement for insiders.

Context

  • This appears to be a net settlement/cashless-style result of vested performance units and/or option exercise: gross derivative units converted, then shares were withheld or surrendered to satisfy tax and settlement obligations rather than sold on the open market.
  • These entries mainly reflect compensation vesting and tax-settlement mechanics (routine for executives) rather than a discretionary open-market purchase or sale signaling a change in personal investment stance.

Insider Transaction Report

Form 4
Period: 2026-02-12
Snap-on IncSNA
PINCHUK NICHOLAS T
DirectorChairman, President and CEO
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-12+11,602→ 841,183.436 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-12$378.55/sh−5,142$1,946,504→ 836,041.436 total
  • Disposition to Issuer

    Performance Units

    [F3][F1]
    2026-02-12−5,043→ 11,602 total
    → Common Stock (5,043 underlying)
  • Exercise/Conversion

    Performance Units

    [F3][F1]
    2026-02-12−11,602→ 0 total
    → Common Stock (11,602 underlying)
  • Award

    Stock Option (Right to Buy)

    [F5][F4]
    2026-02-12+18,755→ 18,755 total
    Exercise: $378.55From: 2027-02-12Exp: 2036-02-12→ Common Stock (18,755 underlying)
  • Award

    Restricted Stock Units

    [F3][F6]
    2026-02-12+4,515→ 4,515 total
    From: 2029-02-12Exp: 2029-02-12→ Common Stock (4,515 underlying)
  • Award

    Performance Units

    [F3][F7]
    2026-02-12+13,546→ 13,546 total
    → Common Stock (13,546 underlying)
Holdings

  • Common Stock

    (indirect: By 401(k))
    867.704

  • Stock Option (Right to Buy)

    [F8]
    Exercise: $168.70Exp: 2027-02-09→ Common Stock (135,000 underlying)
    135,000

  • Stock Option (Right to Buy)

    [F8]
    Exercise: $161.18Exp: 2028-02-15→ Common Stock (92,288 underlying)
    92,288

  • Stock Option (Right to Buy)

    [F8]
    Exercise: $155.92Exp: 2029-02-14→ Common Stock (83,059 underlying)
    83,059

  • Stock Option (Right to Buy)

    [F8]
    Exercise: $155.34Exp: 2030-02-13→ Common Stock (83,059 underlying)
    83,059

  • Stock Option (Right to Buy)

    [F8]
    Exercise: $189.89Exp: 2031-02-11→ Common Stock (40,687 underlying)
    40,687

  • Stock Option (Right to Buy)

    [F8]
    Exercise: $211.67Exp: 2032-02-10→ Common Stock (32,286 underlying)
    32,286

  • Stock Option (Right to Buy)

    [F8]
    Exercise: $249.26Exp: 2033-02-09→ Common Stock (24,295 underlying)
    24,295

  • Stock Option (Right to Buy)

    [F4]
    Exercise: $269.00From: 2025-02-15Exp: 2034-02-15→ Common Stock (23,710 underlying)
    23,710

  • Stock Option (Right to Buy)

    [F4]
    Exercise: $339.73From: 2026-02-13Exp: 2035-02-13→ Common Stock (18,925 underlying)
    18,925

  • Restricted Stock Units

    [F3][F6]
    From: 2027-02-15Exp: 2027-02-15→ Common Stock (5,114 underlying)
    5,114

  • Restricted Stock Units

    [F3][F6]
    From: 2028-02-13Exp: 2028-02-13→ Common Stock (4,425 underlying)
    4,425

  • Performance Units

    [F3][F9]
    → Common Stock (15,340 underlying)
    15,340

  • Performance Units

    [F3][F10]
    → Common Stock (13,275 underlying)
    13,275

  • Deferred Stock Units

    [F3][F11]
    → Common Stock (26,242.585 underlying)
    26,242.585
Footnotes (11)
  • [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.
  • [F11]Payment will be made in accordance with the reporting person's deferral election, death, disability or termination of employment.
  • [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 Nicholas T. Pinchuk|2026-02-13

Documents

2 files
  • 4
    form4.xmlPrimary

    PRIMARY DOCUMENT

  • EX-24
    doc1.txt

    POWER OF ATTORNEY (PUBLIC): PINCHUK POA NOVEMBER 2018