Ward Thomas J 4

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.