Form 4: Snap-on Executive Chambers Reports RSU Vesting, Tax Withholding

Sentiment:

Executive Compensation Update 10 February 2026 5:59 PM

Snap-on's Sr VP & Pres Tools, Timothy L. Chambers, reported the vesting of 1,332 restricted stock units and the subsequent withholding of 596 shares for tax purposes.

Summary

Timothy L. Chambers, Snap-on Inc.'s Sr VP & Pres Tools, reported changes in his beneficial ownership on February 9, 2026.
1,332 restricted stock units (RSUs) vested, converting into common stock, based on continued employment throughout the three-year restricted period.
Concurrently, 596 shares of common stock were disposed of at a price of $368.12 per share to cover tax withholding obligations related to the RSU vesting.
Following these transactions, Chambers' direct beneficial ownership of common stock is 20,216.4179 shares.
He also holds various stock options and performance units with different vesting schedules and exercise prices, including 9,500 options at $168.7, 7,594 options at $161.18, and performance units tied to company goals for 2023-2025, 2024-2026, and 2025-2027 periods.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, as it primarily reports routine executive compensation events (RSU vesting) which are expected and reflect the executive's continued alignment with company performance.

Positives

The vesting of 1,332 restricted stock units indicates the fulfillment of employment conditions and a benefit to the executive, aligning his interests with shareholders.
The executive continues to hold a significant number of common shares (20,216.4179) and various derivative securities, demonstrating ongoing commitment to the company.

Negatives

Disposal of 596 shares to cover tax liabilities reduces the executive's direct shareholding, though this is a standard and expected practice for RSU vesting.

Risks

The vesting of performance units is contingent on the Company achieving certain goals over specified periods (2023-2025, 2024-2026, 2025-2027), introducing a performance-based risk to the executive's potential future compensation.

Future Outlook

The filing indicates future potential compensation for the executive through performance units tied to company goals for the 2023-2025, 2024-2026, and 2025-2027 periods, with a maximum payout of 200% of target units if goals are achieved.

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 2023-2025 period, the performance units will vest and stock will be awarded.

Industry Context

StockSavvy.ai notes that executive compensation structures, particularly those involving restricted stock units and performance-based awards, are common across industries to align management incentives with long-term shareholder value. The use of performance units tied to multi-year goals is a standard practice to encourage sustained company performance.

Comparison to Industry Standards

The RSU vesting and subsequent tax withholding are standard practices in executive compensation plans across publicly traded companies, comparable to those seen at industrial peers like Stanley Black & Decker (SWK) or Illinois Tool Works (ITW), where executives often receive equity awards that vest over several years.
The inclusion of performance units with targets up to 200% of the reported amount is also a common incentive mechanism, similar to those found in compensation packages at companies like Deere & Company (DE) or Caterpillar Inc. (CAT), designed to reward executives for achieving specific financial or operational milestones.

Stakeholder Impact

Shareholders: The vesting and tax-related sale of shares by a senior executive are routine and generally have minimal direct impact on share price, but reflect ongoing executive alignment. The performance units tie executive incentives to company performance, which could benefit shareholders if goals are met.
Employees: The filing pertains to executive compensation and does not directly impact the broader employee base, though it highlights the company's executive incentive structure.

Next Steps

Future vesting of remaining Restricted Stock Units on February 15, 2027 (1,178 units) and February 13, 2028 (999 units), assuming continued employment.
Potential future awards from Performance Units for the 2023-2025, 2024-2026, and 2025-2027 periods, contingent on achieving company goals.

Key Dates

Date	Description
2019-02-15	Date Power of Attorney was executed by Timothy L. Chambers.
2025-02-15	Date exercisable for 5,463 stock options with an exercise price of $269.
2026-02-09	Date of RSU vesting and related common stock transactions.
2026-02-09	Date exercisable and expiration date for 1,332 Restricted Stock Units (now vested).
2026-02-10	Date the Form 4 was signed and filed.
2026-02-13	Date exercisable for 4,273 stock options with an exercise price of $339.73.
2027-02-09	Expiration date for 9,500 stock options with an exercise price of $168.7.
2027-02-15	Vesting and expiration date for 1,178 Restricted Stock Units.
2028-02-09	Expiration date for 7,594 stock options with an exercise price of $161.18.
2028-02-13	Vesting and expiration date for 999 Restricted Stock Units.
2029-02-09	Expiration date for 12,000 stock options with an exercise price of $155.92.
2030-02-09	Expiration date for 13,500 stock options with an exercise price of $155.34.
2031-02-09	Expiration date for 9,672 stock options with an exercise price of $189.89.
2032-02-09	Expiration date for 8,003 stock options with an exercise price of $211.67.
2033-02-09	Expiration date for 5,830 stock options with an exercise price of $249.26.
2034-02-15	Expiration date for 5,463 stock options with an exercise price of $269.
2035-02-13	Expiration date for 4,273 stock options with an exercise price of $339.73.

Recommendation

hold

This Form 4 filing details routine executive compensation events (RSU vesting and tax withholding) and does not contain new material information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. It primarily confirms the ongoing alignment of executive incentives with shareholder interests.

Keywords

Snap-on, SNA, Timothy L. Chambers, Form 4, insider transaction, beneficial ownership, restricted stock units, RSU vesting, stock options, performance units, executive compensation, tax withholding

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