Form 4: Snap-on Executive Arregui's Equity Vesting & Tax Shares
Insider Transaction Report
Snap-on Inc. Senior VP Jesus Arregui reported the vesting of restricted stock units and the subsequent disposition of shares for tax withholding.
Summary
- Jesus Arregui, Sr VP & President Commercial of Snap-on Inc. (SNA), reported transactions related to his beneficial ownership.
- On February 9, 2026, 1,332 restricted stock units (RSUs) vested, converting into an equal number of common stock shares due to continued employment.
- Concurrently, 594 shares of common stock were disposed of at a price of $368.12 per share to cover tax withholding obligations arising from the RSU vesting.
- Following these transactions, Arregui directly beneficially owns 3,380.3444 shares of Snap-on Inc. common stock, which includes 0.0094 shares acquired through a dividend reinvestment plan.
- Arregui also holds various derivative securities, including Stock Appreciation Rights (SARs) with exercise prices ranging from $155.34 to $339.73 and expiration dates up to February 13, 2035.
- Additional unvested equity includes 1,178 Restricted Stock Units vesting on February 15, 2027, 999 RSUs vesting on February 13, 2028, and Performance Units tied to company goals for periods 2023-2025 (2,663 target units), 2024-2026 (2,357 target units), and 2025-2027 (1,999 target units), with a maximum potential payout of 200% of target.
Sentiment
Score: 7
Explanation: StockSavvy.ai views this filing as a routine disclosure of executive compensation, reflecting the scheduled vesting of equity awards and subsequent tax-related share disposition. It indicates continued executive tenure and the ongoing operation of the company's long-term incentive plans.
Positives
- Vesting of 1,332 restricted stock units, indicating continued employment and successful completion of the restricted period.
- Continued holding of a significant number of derivative securities (SARs, RSUs, Performance Units), aligning management's interests with shareholder value.
Negatives
- Disposition of 594 shares of common stock at $368.12 per share to cover tax withholding, which reduces the direct equity stake.
Future Outlook
The filing details future vesting schedules for various equity awards, including Restricted Stock Units set to vest in February 2027 and February 2028, and Performance Units tied to company goal achievement over the 2023-2025, 2024-2026, and 2025-2027 periods.
Management Comments
- The restricted stock units reported above vested on the date indicated based on continued employment of the reporting person throughout the three-year restricted period.
- Shares were withheld to cover tax withholding upon the vesting of the restricted stock units.
- If the Company achieves certain goals over the specified 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.
Industry Context
StockSavvy.ai notes that routine insider filings like Form 4, detailing equity award vesting and tax-related dispositions, are common across industries for executives receiving performance-based compensation. These transactions typically reflect pre-scheduled compensation events rather than discretionary trading based on new material information.
Comparison to Industry Standards
- StockSavvy.ai observes that the structure of equity compensation, including Restricted Stock Units, Stock Appreciation Rights, and Performance Units, is standard practice for executive compensation packages in large industrial and manufacturing companies like Snap-on.
- Companies such as Stanley Black & Decker (SWK) and Illinois Tool Works (ITW) also utilize similar long-term incentive plans to align executive interests with shareholder returns and incentivize performance over multi-year periods.
Related Party Transactions
- The reported transactions involve an executive (Jesus Arregui) and the company (Snap-on Inc.), which are by definition related party transactions. Specifically, the vesting of equity awards and the disposition of shares for tax purposes are part of the executive's compensation arrangement with the company.
Stakeholder Impact
- Shareholders: Minor dilution from the issuance of shares upon RSU vesting, offset by the alignment of executive incentives with long-term company performance.
- Employees: The filing specifically relates to an executive's compensation, but the existence of such long-term incentive plans can be a general positive for employee retention and motivation at senior levels.
- Jesus Arregui: Direct financial benefit from the vesting of equity awards, increasing his direct ownership and providing liquidity for tax obligations.
Next Steps
- Continued employment of Jesus Arregui to meet future vesting conditions for remaining Restricted Stock Units and Performance Units.
- Company performance against set goals for the 2023-2025, 2024-2026, and 2025-2027 periods to determine the final payout of Performance Units.
Key Dates
| Date | Description |
|---|---|
| 2019-04-24 | Date Power of Attorney was executed by Jesus Arregui. |
| 2023-01-01 | Start of performance period for 2,663 target Performance Units (2023-2025). |
| 2024-01-01 | Start of performance period for 2,357 target Performance Units (2024-2026). |
| 2025-01-01 | Start of performance period for 1,999 target Performance Units (2025-2027). |
| 2025-02-15 | Date exercisable for 5,463 Stock Appreciation Rights. |
| 2026-02-09 | Vesting date for 1,332 Restricted Stock Units and transaction date for acquisition and disposition of common stock. |
| 2026-02-10 | Filing date of the Form 4. |
| 2026-02-13 | Date exercisable for 4,273 Stock Appreciation Rights. |
| 2027-02-09 | Expiration date for 7,500 Stock Appreciation Rights. |
| 2027-02-15 | Vesting date for 1,178 Restricted Stock Units. |
| 2028-02-13 | Vesting date for 999 Restricted Stock Units. |
| 2028-02-15 | Expiration date for 5,674 Stock Appreciation Rights. |
| 2030-02-13 | Expiration date for 13,500 Stock Appreciation Rights. |
| 2031-02-11 | Expiration date for 9,672 Stock Appreciation Rights. |
| 2032-02-10 | Expiration date for 8,003 Stock Appreciation Rights. |
| 2033-02-09 | Expiration date for 5,830 Stock Appreciation Rights. |
| 2034-02-15 | Expiration date for 5,463 Stock Appreciation Rights. |
| 2035-02-13 | Expiration date for 4,273 Stock Appreciation Rights. |
Keywords
Snap-on Inc., SNA, Jesus Arregui, Form 4, Insider Trading, Restricted Stock Units, Stock Appreciation Rights, Performance Units, Equity Compensation, Executive Compensation, Tax Withholding, Beneficial Ownership
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.