PINCHUK NICHOLAS T 4

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.