Snap-on Inc·4

Feb 23, 5:00 PM ET

PINCHUK NICHOLAS T 4

4 · Snap-on Inc · Filed Feb 23, 2026

Research Summary

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Snap-on (SNA) CEO Nicholas Pinchuk Exercises Options, Sells Shares

What Happened
Nicholas T. Pinchuk, Chairman, President & CEO (and Director) of Snap-on Inc., exercised 33,750 stock options (strike $168.70) on Feb 23, 2026, incurring an exercise cost of $5,693,625. On the same day he sold a total of 23,229 shares in multiple open‑market trades, generating approximately $8.9 million in proceeds (sales in tranches at weighted average prices between $381.36 and $388.68). This combination of an option exercise followed by share sales is routine and reflects a cashless/covering sale rather than an open‑market purchase.

Key Details

  • Transaction date: February 23, 2026.
  • Options exercised: 33,750 shares at $168.70 each — total exercise amount $5,693,625 (option fully vested).
  • Shares sold: 23,229 shares in multiple trades, proceeds ≈ $8,905,028. Reported weighted‑average sale prices per tranche: $381.36, $382.19, $383.26, $384.22, $385.26, $386.35, $387.00, $388.68. (Trade price ranges shown in footnotes.)
  • Footnotes: Transactions executed pursuant to a Rule 10b5‑1 plan adopted Nov 3, 2025; portions of the exercised shares were sold to cover exercise price and estimated tax withholding (cashless/withholding). Option exercise reported under Rule 16b‑3.
  • Shares owned after the transactions: not specified in the provided filing excerpt.
  • Filing timeliness: report date and filing date are both Feb 23, 2026 (appears timely).

Context
This was an option exercise with immediate sales of a portion of the underlying shares to cover the exercise cost and taxes (a common cashless exercise). The sales were executed under a prearranged 10b5‑1 plan, which is designed to provide a predetermined method for selling shares and reduce timing concerns. For retail investors, purchases by insiders can be more informative than routine, planned sales; here the activity appears consistent with exercising vested options and monetizing part of the award rather than a discretionary market‑timed sale.

Insider Transaction Report

Form 4
Period: 2026-02-23
PINCHUK NICHOLAS T
DirectorChairman, President and CEO
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-23$168.70/sh+33,750$5,693,625869,791.436 total
  • Sale

    Common Stock

    [F1][F2]
    2026-02-23$381.36/sh5,777$2,203,090864,014.436 total
  • Sale

    Common Stock

    [F1][F3]
    2026-02-23$382.19/sh4,538$1,734,395859,476.436 total
  • Sale

    Common Stock

    [F1][F4]
    2026-02-23$383.26/sh3,450$1,322,245856,026.436 total
  • Sale

    Common Stock

    [F1][F5]
    2026-02-23$384.22/sh3,933$1,511,154852,093.436 total
  • Sale

    Common Stock

    [F1][F6]
    2026-02-23$385.26/sh3,652$1,406,952848,441.436 total
  • Sale

    Common Stock

    [F1][F7]
    2026-02-23$386.35/sh1,000$386,346847,441.436 total
  • Sale

    Common Stock

    [F1][F8]
    2026-02-23$387.00/sh479$185,375846,962.436 total
  • Sale

    Common Stock

    [F1][F9]
    2026-02-23$388.68/sh400$155,471846,562.436 total
  • Exercise/Conversion

    Stock Option (Right to Buy)

    [F1][F11][F10]
    2026-02-2333,750101,250 total
    Exercise: $168.70Exp: 2027-02-09Common Stock (33,750 underlying)
Holdings
  • Common Stock

    (indirect: By 401(k))
    867.704
  • Stock Option (Right to Buy)

    [F10]
    Exercise: $161.18Exp: 2028-02-15Common Stock (92,288 underlying)
    92,288
  • Stock Option (Right to Buy)

    [F10]
    Exercise: $155.92Exp: 2029-02-14Common Stock (83,059 underlying)
    83,059
  • Stock Option (Right to Buy)

    [F10]
    Exercise: $155.34Exp: 2030-02-13Common Stock (83,059 underlying)
    83,059
  • Stock Option (Right to Buy)

    [F10]
    Exercise: $189.89Exp: 2031-02-11Common Stock (40,687 underlying)
    40,687
  • Stock Option (Right to Buy)

    [F10]
    Exercise: $211.67Exp: 2032-02-10Common Stock (32,286 underlying)
    32,286
  • Stock Option (Right to Buy)

    [F10]
    Exercise: $249.26Exp: 2033-02-09Common Stock (24,295 underlying)
    24,295
  • Stock Option (Right to Buy)

    [F12]
    Exercise: $269.00From: 2025-02-15Exp: 2034-02-15Common Stock (23,710 underlying)
    23,710
  • Stock Option (Right to Buy)

    [F12]
    Exercise: $339.73From: 2026-02-13Exp: 2035-02-13Common Stock (18,925 underlying)
    18,925
  • Stock Option (Right to Buy)

    [F12]
    Exercise: $378.55From: 2027-02-12Exp: 2036-02-12Common Stock (18,755 underlying)
    18,755
  • Restricted Stock Units

    [F13][F14]
    From: 2027-02-15Exp: 2027-02-15Common Stock (5,114 underlying)
    5,114
  • Restricted Stock Units

    [F13][F14]
    From: 2028-02-13Exp: 2028-02-13Common Stock (4,425 underlying)
    4,425
  • Restricted Stock Units

    [F13][F14]
    From: 2029-02-12Exp: 2029-02-12Common Stock (4,515 underlying)
    4,515
  • Performance Units

    [F13][F15]
    Common Stock (15,340 underlying)
    15,340
  • Performance Units

    [F13][F16]
    Common Stock (13,275 underlying)
    13,275
  • Performance Units

    [F13][F17]
    Common Stock (13,546 underlying)
    13,546
  • Deferred Stock Units

    [F13][F18]
    Common Stock (26,242.585 underlying)
    26,242.585
Footnotes (18)
  • [F1]The option was exercised, and a portion of the underlying shares were sold to cover the exercise price and estimated tax liability, pursuant to a Rule 10b5-1 Plan, which was adopted on November 3, 2025.
  • [F10]Option fully vested.
  • [F11]Exercise of Rule 16b-3 stock option pursuant to a Rule 10b5-1 Plan, which was adopted on November 3, 2025.
  • [F12]Original stock option grant vests in three annual installments beginning on the date listed in the "Date Exercisable" column.
  • [F13]1 for 1.
  • [F14]The restricted stock units vest three years from the grant date on the date listed above, assuming continued employment.
  • [F15]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.
  • [F16]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.
  • [F17]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.
  • [F18]Payment will be made in accordance with the reporting person's deferral election, death, disability or termination of employment.
  • [F2]This transaction was executed in multiple trades at prices ranging from $380.74 to $381.73. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effectuated.
  • [F3]This transaction was executed in multiple trades at prices ranging from $381.74 to $382.73. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effectuated.
  • [F4]This transaction was executed in multiple trades at prices ranging from $382.74 to $383.73. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effectuated.
  • [F5]This transaction was executed in multiple trades at prices ranging from $383.75 to $384.74. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effectuated.
  • [F6]This transaction was executed in multiple trades at prices ranging from $384.75 to $385.71. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effectuated.
  • [F7]This transaction was executed in multiple trades at prices ranging from $385.81 to $386.64. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effectuated.
  • [F8]This transaction was executed in multiple trades at prices ranging from $386.84 to $387.64. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effectuated.
  • [F9]This transaction was executed in multiple trades at prices ranging from $388.63 to $388.79. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effectuated.
Signature
/s/ Ryan S. Lovitz under Power of Attorney for Nicholas T. Pinchuk|2026-02-23

Documents

2 files
  • 4
    form4.xmlPrimary

    PRIMARY DOCUMENT

  • EX-24

    POWER OF ATTORNEY (PUBLIC): PINCHUK POA NOVEMBER 2018