Snap-on (NYSE: SNA) Sr VP Ward reports equity grants and vesting

Rhea-AI Filing Summary

Snap-on executive Thomas J. Ward, Sr VP & President of the RS&I Group, reported equity compensation activity tied to performance and new awards. Based on company performance over 2023–2025, 69.7% of his performance units vested, leading to the conversion of 2,524 performance units into 2,524 common shares.

To cover taxes on this vesting, 1,114 shares of common stock were withheld at a price of $378.55 per share, and Ward’s directly held common stock position became 60,790.1242 shares after these transactions. He also received new grants of 5,187 stock options with a $378.55 exercise price, plus 1,249 restricted stock units and 2,497 performance units that may vest if future multi‑year performance goals for 2024–2027 and 2026–2028 are achieved.

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

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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^*

Ward Thomas J

(Last) (First) (Middle)

SNAP-ON INCORPORATED

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)
	Sr VP & President - RS&I Group

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)		2,524	A	(1)	61,904.1242	D
Common Stock	02/12/2026		F(2)		1,114	D	$378.55	60,790.1242	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)			1,097	(1)	(1)	Common Stock	1,097	(1)	2,524	D
Performance Units	(3)	02/12/2026		M(1)			2,524	(1)	(1)	Common Stock	2,524	(1)	0	D
Stock Option (Right to Buy)	$378.55	02/12/2026		A		5,187		02/12/2027(4)	02/12/2036	Common Stock	5,187	$0(5)	5,187	D
Restricted Stock Units	(3)	02/12/2026		A		1,249		02/12/2029(6)	02/12/2029(6)	Common Stock	1,249	$0	1,249	D
Performance Units	(3)	02/12/2026		A		2,497		(7)	(7)	Common Stock	2,497	$0	2,497	D
Stock Option (Right to Buy)	$211.67							(8)	02/10/2032	Common Stock	3,823		3,823	D
Stock Option (Right to Buy)	$249.26							(8)	02/09/2033	Common Stock	7,928		7,928	D
Stock Option (Right to Buy)	$269							02/15/2025(4)	02/15/2034	Common Stock	7,106		7,106	D
Stock Option (Right to Buy)	$339.73							02/13/2026(4)	02/13/2035	Common Stock	5,342		5,342	D
Restricted Stock Units	(3)							02/15/2027(6)	02/15/2027(6)	Common Stock	1,533		1,533	D
Restricted Stock Units	(3)							02/13/2028(6)	02/13/2028(6)	Common Stock	1,249		1,249	D
Performance Units	(3)							(9)	(9)	Common Stock	3,065		3,065	D
Performance Units	(3)							(10)	(10)	Common Stock	2,498		2,498	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.

	/s/ Ryan S. Lovitz under Power of Attorney for Thomas J. Ward	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Snap-on (SNA) executive Thomas J. Ward report in this Form 4?

Thomas J. Ward reported vesting and settlement of performance units, related tax-withholding share dispositions, and new grants of stock options, restricted stock units, and performance units. These transactions are part of his ongoing equity compensation, not an open-market stock purchase or sale.

How many Snap-on (SNA) shares does Thomas J. Ward hold after these transactions?

After the reported transactions, Thomas J. Ward directly holds 60,790.1242 shares of Snap-on common stock. This figure reflects shares received from vested performance units minus shares withheld to satisfy tax obligations, as detailed in the Form 4 filing’s non-derivative securities table.

What equity awards were granted to Thomas J. Ward by Snap-on (SNA)?

He received 5,187 stock options with a $378.55 exercise price, 1,249 restricted stock units, and 2,497 performance units. The units generally vest in future years, subject to continued employment and the company achieving specified multi-year performance goals described in the footnotes.

How were performance units for Thomas J. Ward determined to vest at Snap-on (SNA)?

The vesting was based on company performance during the 2023–2025 period. According to the filing, 69.7% of the performance units vested, with prior disclosures stating he could earn up to 200% of the originally reported units, subject to plan limits and performance outcomes.

Why did Snap-on (SNA) withhold shares from Thomas J. Ward in this Form 4?

The filing states that 1,114 shares of common stock were withheld to cover tax withholding obligations triggered by the vesting of performance units. This tax-withholding disposition is recorded using transaction code F and is not an open-market sale for investment purposes.

When will Thomas J. Ward’s new Snap-on (SNA) equity awards vest?

The stock options vest in three annual installments starting on the exercisable dates listed, while restricted stock units generally vest three years from the grant date. Performance units can vest over periods such as 2024–2026, 2025–2027, and 2026–2028 if Snap-on meets specified goals.