Snap-on Form 4: CEO Option Exercise and 10b5-1 Sales Reduce Holdings

Rhea-AI Filing Summary

Nicholas T. Pinchuk, Chairman, President and CEO of Snap-on Incorporated (SNA), reported option exercise and multiple open-market sales on 08/11/2025. He exercised stock options with an $138.03 exercise price to effect an acquisition of 33,750 shares, and pursuant to a Rule 10b5-1 plan (adopted October 24, 2024) sold a total of 23,042 shares in four transactions. The sales were executed at weighted-average prices of $320.1701, $320.969, $321.8626 and $322.618. Following these transactions, the filing shows Mr. Pinchuk directly beneficially owns 815,219.2893 shares, with an additional 858.5538 shares indirectly via a 401(k) plan and various outstanding options, restricted stock units, performance units and deferred stock units documented in the filing.

Insights

Financial Analyst

TL;DR Routine option exercise with planned sales under a 10b5-1 plan; sizable proceeds but beneficial ownership remains substantial.

The filing documents an exercise of 33,750 options at $138.03 and coordinated sales of 23,042 shares via a pre-established Rule 10b5-1 plan. Sales occurred at weighted-average prices between $320.17 and $322.62, implying multi-million dollar gross proceeds. This is a typical liquidity event for executives exercising vested options; it does not indicate an unusual one-off disclosure such as accelerated insider divestiture. The reporting also shows continued large holdings and multiple long-dated option grants and equity awards, which retain management alignment with shareholders.

Corporate Governance Expert

TL;DR Transactions executed under a documented 10b5-1 plan and include option exercise plus pre-planned sales; disclosure follows expected SEC Form 4 practices.

The Form 4 states the transactions were carried out pursuant to a Rule 10b5-1 trading plan adopted on October 24, 2024, and notes the option exercised was fully vested. The filing provides weighted-average sale prices and commits to furnish trade-level details on request. From a governance perspective, use of a 10b5-1 plan and clear explanatory footnotes are appropriate controls for insider trading compliance and reduce ambiguity about intent behind sales.

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).

X

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)
08/11/2025

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	08/11/2025		M(1)		33,750	A	$138.03	838,261.2893(2)	D
Common Stock	08/11/2025		S(1)		5,209	D	$320.1701(3)	833,052.2893	D
Common Stock	08/11/2025		S(1)		15,585	D	$320.969(4)	817,467.2893	D
Common Stock	08/11/2025		S(1)		2,025	D	$321.8626(5)	815,442.2893	D
Common Stock	08/11/2025		S(1)		223	D	$322.618(6)	815,219.2893	D
Common Stock								858.5538(7)	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
Stock Option (Right to Buy)	$138.03	08/11/2025		M(1)			33,750	(8)	02/11/2026	Common Stock	33,750	(9)	33,750	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							02/09/2024(10)	02/09/2033	Common Stock	24,295		24,295	D
Stock Option (Right to Buy)	$269							02/15/2025(10)	02/15/2034	Common Stock	23,710		23,710	D
Stock Option (Right to Buy)	$339.73							02/13/2026(10)	02/13/2035	Common Stock	18,925		18,925	D
Restricted Stock Units	(11)							02/09/2026(12)	02/09/2026(12)	Common Stock	5,549		5,549	D
Restricted Stock Units	(11)							02/15/2027(12)	02/15/2027(12)	Common Stock	5,114		5,114	D
Restricted Stock Units	(11)							02/13/2028(12)	02/13/2028(12)	Common Stock	4,425		4,425	D
Performance Units	(11)							(13)	(13)	Common Stock	16,645		16,645	D
Performance Units	(11)							(14)	(14)	Common Stock	15,340		15,340	D
Performance Units	(11)							(15)	(15)	Common Stock	13,275		13,275	D
Deferred Stock Units	(11)							(16)	(16)	Common Stock	25,889.1938(7)		25,889.1938(7)	D

Explanation of Responses:

1. 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 October 24, 2024.

2. Includes 1.5215 shares acquired under a dividend reinvestment plan.

3. This transaction was executed in multiple trades at prices ranging from $319.49 to $320.48. 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.

4. This transaction was executed in multiple trades at prices ranging from $320.49 to $321.48. 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.

5. This transaction was executed in multiple trades at prices ranging from $321.49 to $322.48. 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.

6. This transaction was executed in multiple trades at prices ranging from $322.50 to $322.75. 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.

7. This information is based on a plan statement dated June 30, 2025.

8. Option fully vested.

9. Exercise of Rule 16b-3 stock option pursuant to a Rule 10b5-1 Plan, which was adopted on October 24, 2024.

10. Original stock option grant vests in three annual installments beginning on the date listed in the "Date Exercisable" column.

11. 1 for 1.

12. The restricted stock units vest three years from the grant date on the date listed above, assuming continued employment.

13. If the Company achieves certain goals over the 2023-2025 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.

14. 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.

15. 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.

16. 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	08/11/2025
	** 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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