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Form 4: Bauerschmidt Mary Ellen reports multiple insider transactions in SNA

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Bauerschmidt Mary Ellen reported multiple insider transaction types in a Form 4 filing for SNA. The filing lists transactions totaling 6,206 shares at a weighted average price of $378.55 per share. Following the reported transactions, holdings were 657 shares.

Positive

  • None.

Negative

  • None.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Bauerschmidt Mary Ellen

(Last) (First) (Middle)
2801 80TH STREET

(Street)
KENOSHA WI 53143

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Snap-on Inc [ SNA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP-HR & Chief Devel. Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/12/2026 M(1) 657 A (1) 6,135.0285 D
Common Stock 02/12/2026 F(2) 316 D $378.55 5,819.0285 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Units (3) 02/12/2026 D(1) 286 (1) (1) Common Stock 286 (1) 657 D
Performance Units (3) 02/12/2026 M(1) 657 (1) (1) Common Stock 657 (1) 0 D
Stock Option (Right to Buy) $378.55 02/12/2026 A 2,491 02/12/2027(4) 02/12/2036 Common Stock 2,491 $0(5) 2,491 D
Restricted Stock Units (3) 02/12/2026 A 600 02/12/2029(6) 02/12/2029(6) Common Stock 600 $0 600 D
Performance Units (3) 02/12/2026 A 1,199 (7) (7) Common Stock 1,199 $0 1,199 D
Stock Option (Right to Buy) $155.34 (8) 02/13/2030 Common Stock 2,000 2,000 D
Stock Option (Right to Buy) $189.89 (8) 02/11/2031 Common Stock 2,400 2,400 D
Stock Option (Right to Buy) $211.67 (8) 02/10/2032 Common Stock 2,805 2,805 D
Stock Option (Right to Buy) $249.26 (8) 02/09/2033 Common Stock 2,066 2,066 D
Stock Option (Right to Buy) $269 02/15/2025(4) 02/15/2034 Common Stock 2,259 2,259 D
Stock Option (Right to Buy) $339.73 02/13/2026(4) 02/13/2035 Common Stock 1,984 1,984 D
Restricted Stock Units (3) 02/15/2027(6) 02/15/2027(6) Common Stock 487 487 D
Restricted Stock Units (3) 02/13/2028(6) 02/13/2028(6) Common Stock 464 464 D
Performance Units (3) (9) (9) Common Stock 975 975 D
Performance Units (3) (10) (10) Common Stock 928 928 D
Deferred Stock Units (3) (11) (11) Common Stock 2,141.5349 2,141.5349 D
Explanation of Responses:
1. 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).
2. Shares were withheld to cover tax withholding upon the vesting of performance units.
3. 1 for 1.
4. Original stock option grant vests in three annual installments beginning on the date listed in the "Date Exercisable" column.
5. The transaction was an option grant. Accordingly, the reporting person did not pay a price to obtain the option.
6. The restricted stock units vest three years from the grant date on the date listed above, assuming continued employment.
7. 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.
8. Option fully vested.
9. 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.
10. 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.
11. Payment will be made in accordance with the reporting person's deferral election, death, disability or termination of employment.
/s/ Ryan S. Lovitz under Power of Attorney for Mary Ellen Bauerschmidt 02/13/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Snap-on (SNA) executive Mary Ellen Bauerschmidt report?

Mary Ellen Bauerschmidt reported exercising 657 performance units into 657 Snap-on common shares and a tax-withholding disposition of 316 shares. She also received new grants of 2,491 stock options, 600 restricted stock units, and 1,199 performance units as part of her long-term equity compensation.

How many Snap-on (SNA) shares does Mary Ellen Bauerschmidt own after this Form 4?

After the reported transactions, Mary Ellen Bauerschmidt directly owns 5,819.0285 shares of Snap-on common stock. This reflects the conversion of 657 performance units into shares and the withholding of 316 shares to cover taxes upon vesting of performance-based awards during the 2023–2025 performance period.

What new stock options did Mary Ellen Bauerschmidt receive from Snap-on (SNA)?

She received a new stock option grant covering 2,491 shares of Snap-on common stock with a $378.55 exercise price. The options were granted at no cost to her and are scheduled to vest in three annual installments beginning on 02/12/2027, expiring on 02/12/2036.

What restricted stock units did Snap-on (SNA) grant to Mary Ellen Bauerschmidt?

Snap-on granted 600 restricted stock units to Mary Ellen Bauerschmidt on 02/12/2026. These units convert into an equal number of common shares on a 1-for-1 basis and are scheduled to vest on 02/12/2029, assuming she remains employed with the company through that date.

How do the new performance units granted to Mary Ellen Bauerschmidt at Snap-on (SNA) work?

She received 1,199 performance units that may convert 1-for-1 into Snap-on common shares if specific goals are met over the 2026–2028 period. The plan allows her to earn up to 200% of the reported target number, subject to plan limits and performance outcomes.

Why were 316 Snap-on (SNA) shares disposed of in Mary Ellen Bauerschmidt’s Form 4?

The 316 shares were withheld to satisfy tax withholding obligations arising from vesting of performance units, at $378.55 per share. This tax-withholding disposition means shares were surrendered back to the issuer for taxes rather than sold in the open market, simplifying the executive’s tax payment.

What does 69.7% vesting of Mary Ellen Bauerschmidt’s Snap-on (SNA) performance units mean?

For the 2023–2025 performance cycle, 69.7% of her outstanding performance units vested based on company performance. Those vested units converted into common stock, while the remainder were forfeited. Under the plan, she originally had the opportunity to earn up to 200% of the reported target units.
Snap-On Inc

NYSE:SNA

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18.78B
50.68M
Tools & Accessories
Cutlery, Handtools & General Hardware
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United States
KENOSHA