Snap-on (NYSE: SNA) CEO reports award vesting and fresh equity grants

Rhea-AI Filing Summary

Snap-on Inc. Chairman, President and CEO Nicholas T. Pinchuk reported several equity compensation transactions. On February 12, 2026, 11,602 performance units were exercised into the same number of shares of common stock, reflecting 69.7% vesting based on 2023–2025 company performance. To cover tax withholding on this vesting, 5,142 shares of common stock were withheld at a price of $378.55 per share. Following these transactions, he directly owned 836,041.4362 shares of common stock, plus 867.7043 shares held indirectly in a 401(k) plan.

On the same date, he received new grants of 18,755 stock options with a $378.55 exercise price, 4,515 restricted stock units, and 13,546 performance units, each convertible into one share of common stock. The new performance units can earn up to 200% of the target amount if 2026–2028 goals are achieved, subject to plan limits.

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^*

PINCHUK NICHOLAS T

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President and CEO

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)		11,602	A	(1)	841,183.4362	D
Common Stock	02/12/2026		F(2)		5,142	D	$378.55	836,041.4362	D
Common Stock								867.7043	I	By 401(k) Plan

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)			5,043	(1)	(1)	Common Stock	5,043	(1)	11,602	D
Performance Units	(3)	02/12/2026		M(1)			11,602	(1)	(1)	Common Stock	11,602	(1)	0	D
Stock Option (Right to Buy)	$378.55	02/12/2026		A		18,755		02/12/2027(4)	02/12/2036	Common Stock	18,755	$0(5)	18,755	D
Restricted Stock Units	(3)	02/12/2026		A		4,515		02/12/2029(6)	02/12/2029(6)	Common Stock	4,515	$0	4,515	D
Performance Units	(3)	02/12/2026		A		13,546		(7)	(7)	Common Stock	13,546	$0	13,546	D
Stock Option (Right to Buy)	$168.7							(8)	02/09/2027	Common Stock	135,000		135,000	D
Stock Option (Right to Buy)	$161.18							(8)	02/15/2028	Common Stock	92,288		92,288	D
Stock Option (Right to Buy)	$155.92							(8)	02/14/2029	Common Stock	83,059		83,059	D
Stock Option (Right to Buy)	$155.34							(8)	02/13/2030	Common Stock	83,059		83,059	D
Stock Option (Right to Buy)	$189.89							(8)	02/11/2031	Common Stock	40,687		40,687	D
Stock Option (Right to Buy)	$211.67							(8)	02/10/2032	Common Stock	32,286		32,286	D
Stock Option (Right to Buy)	$249.26							(8)	02/09/2033	Common Stock	24,295		24,295	D
Stock Option (Right to Buy)	$269							02/15/2025(4)	02/15/2034	Common Stock	23,710		23,710	D
Stock Option (Right to Buy)	$339.73							02/13/2026(4)	02/13/2035	Common Stock	18,925		18,925	D
Restricted Stock Units	(3)							02/15/2027(6)	02/15/2027(6)	Common Stock	5,114		5,114	D
Restricted Stock Units	(3)							02/13/2028(6)	02/13/2028(6)	Common Stock	4,425		4,425	D
Performance Units	(3)							(9)	(9)	Common Stock	15,340		15,340	D
Performance Units	(3)							(10)	(10)	Common Stock	13,275		13,275	D
Deferred Stock Units	(3)							(11)	(11)	Common Stock	26,242.585		26,242.585	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 Nicholas T. Pinchuk	02/13/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Snap-on (SNA) CEO Nicholas T. Pinchuk report?

Nicholas T. Pinchuk reported the vesting and exercise of 11,602 performance units into common stock, tax withholding of 5,142 shares at $378.55, and new grants of 18,755 stock options, 4,515 restricted stock units, and 13,546 performance units on February 12, 2026.

How many Snap-on (SNA) shares does the CEO own after the reported Form 4?

After the February 12, 2026 transactions, Nicholas T. Pinchuk directly owned 836,041.4362 shares of Snap-on common stock and indirectly held an additional 867.7043 shares through a 401(k) plan, according to the beneficial ownership figures reported in the Form 4 filing.

What equity awards were granted to the Snap-on (SNA) CEO on February 12, 2026?

On February 12, 2026, the CEO received 18,755 stock options with a $378.55 exercise price, 4,515 restricted stock units, and 13,546 performance units, each convertible into one share of Snap-on common stock, as described in the derivative securities section of the Form 4.

How were taxes handled on the Snap-on (SNA) CEO’s vested performance units?

When 11,602 performance units vested and converted into common stock, 5,142 shares were withheld at $378.55 per share to satisfy tax withholding obligations. This tax-related share withholding is identified with transaction code F and explained directly in the Form 4 footnotes.

What performance conditions apply to the new Snap-on (SNA) CEO performance units?

The 13,546 newly granted performance units vest only if Snap-on meets specified goals over the 2026–2028 period. The filing states the target amount can increase up to 200% of reported units, subject to plan limits, if these performance goals are achieved.

What does 69.7% vesting of Snap-on (SNA) performance units mean for the CEO?

The filing notes that 69.7% of previously granted performance units vested based on Snap-on’s performance from 2023 to 2025. This percentage determined the 11,602 units that actually converted into shares, within a structure that allowed up to 200% of the original target, subject to plan limits.