Ward Thomas J 4
4 · Snap-on Inc · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Snap-on (SNA) Sr. VP Thomas J. Ward Exercises Options, Sells Shares
What Happened
Thomas J. Ward, Senior Vice President & President — RS&I Group at Snap-on (SNA), exercised/converted derivative awards and received new performance-based awards. On 2026-02-12 he exercised 2,524 derivative units into common stock. To cover tax withholding on vested performance units, 1,114 shares were withheld/sold at $378.55 per share, producing $421,705. Separately, 1,097 shares were surrendered/disposed to the issuer as part of the transactions. He was also granted/awarded additional performance/restricted units totaling 8,933 shares (5,187 + 1,249 + 2,497) at $0 cost, subject to vesting/performance conditions.
Key Details
- Transaction date: 2026-02-12; Form 4 filed: 2026-02-17 (appears filed 3 business days after the transactions).
- Sale/withholding: 1,114 shares @ $378.55 = $421,705 (tax withholding).
- Option/derivative exercise: 2,524 shares converted.
- Shares surrendered/disposed to issuer: 1,097 shares (derivative).
- Awards granted: 8,933 performance/restricted units (no cash paid).
- Notable footnotes: F1 indicates 69.7% of performance units vested for the 2023–2025 period; F2 confirms shares were withheld to cover tax withholding; F7/F9/F10 note future performance-unit vesting windows (targets up to 200% if goals met).
- Shares owned after transaction: not specified in this filing.
- Filing timeliness: The Form 4 was filed 5 calendar days (3 business days) after the reported transactions, which appears later than the typical 2-business-day SEC reporting window.
Context
This appears to be a cashless-type transaction: options/performance units converted to shares, with a portion immediately withheld/surrendered to cover taxes and obligations rather than an open-market sale. The grants are performance- and time-based awards that may vest in future periods (some with potential to pay out up to 200% of target if performance goals are met). Such withholding/surrenders to cover taxes are common and do not necessarily signal a discretionary sale by the insider.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1]2026-02-12+2,524→ 61,904.124 total - Tax Payment
Common Stock
[F2]2026-02-12$378.55/sh−1,114$421,705→ 60,790.124 total - Disposition to Issuer
Performance Units
[F3][F1]2026-02-12−1,097→ 2,524 total→ Common Stock (1,097 underlying) - Exercise/Conversion
Performance Units
[F3][F1]2026-02-12−2,524→ 0 total→ Common Stock (2,524 underlying) - Award
Stock Option (Right to Buy)
[F5][F4]2026-02-12+5,187→ 5,187 totalExercise: $378.55From: 2027-02-12Exp: 2036-02-12→ Common Stock (5,187 underlying) - Award
Restricted Stock Units
[F3][F6]2026-02-12+1,249→ 1,249 totalFrom: 2029-02-12Exp: 2029-02-12→ Common Stock (1,249 underlying) - Award
Performance Units
[F3][F7]2026-02-12+2,497→ 2,497 total→ Common Stock (2,497 underlying)
- 3,823
Stock Option (Right to Buy)
[F8]Exercise: $211.67Exp: 2032-02-10→ Common Stock (3,823 underlying) - 7,928
Stock Option (Right to Buy)
[F8]Exercise: $249.26Exp: 2033-02-09→ Common Stock (7,928 underlying) - 7,106
Stock Option (Right to Buy)
[F4]Exercise: $269.00From: 2025-02-15Exp: 2034-02-15→ Common Stock (7,106 underlying) - 5,342
Stock Option (Right to Buy)
[F4]Exercise: $339.73From: 2026-02-13Exp: 2035-02-13→ Common Stock (5,342 underlying) - 1,533
Restricted Stock Units
[F3][F6]From: 2027-02-15Exp: 2027-02-15→ Common Stock (1,533 underlying) - 1,249
Restricted Stock Units
[F3][F6]From: 2028-02-13Exp: 2028-02-13→ Common Stock (1,249 underlying) - 3,065
Performance Units
[F3][F9]→ Common Stock (3,065 underlying) - 2,498
Performance Units
[F3][F10]→ Common Stock (2,498 underlying)
Footnotes (10)
- [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.
- [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.