Form 4: Snap-on SVP Reports RSU Vesting, Tax Withholding
Insider Transaction Report
Snap-on Inc.'s SVP-HR & Chief Development Officer, Mary Ellen Bauerschmidt, reported the vesting of restricted stock units and subsequent tax-related share disposition.
Summary
- Mary Ellen Bauerschmidt, SVP-HR & Chief Development Officer of Snap-on Inc., reported transactions on February 9, 2026.
- Acquired 472 shares of Common Stock due to the vesting of Restricted Stock Units.
- Disposed of 200 shares of Common Stock at $368.12 per share to cover tax withholding obligations related to the RSU vesting.
- Following these transactions, direct beneficial ownership of Common Stock stands at 5,478.0285 shares.
- Beneficial ownership also includes 85.8653 shares acquired under the Snap-on Incorporated Employee Stock Ownership Plan and 44.5258 shares acquired under a dividend reinvestment plan.
- Holds various stock options with exercise prices ranging from $155.34 to $339.73 and expiration dates up to February 13, 2035.
- Possesses additional Restricted Stock Units scheduled to vest in February 2027 and February 2028, assuming continued employment.
- Holds Performance Units tied to company goals for the 2023-2025, 2024-2026, and 2025-2027 periods, with potential awards up to 200% of the target number of units.
- Holds 2,141.5349 Deferred Stock Units, payable upon deferral election, death, disability, or termination of employment.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a routine and expected insider transaction related to executive compensation, with no significant positive or negative implications for the company's operational or financial performance.
Positives
- Vesting of 472 Restricted Stock Units indicates successful completion of employment conditions for the executive.
- Continued significant beneficial ownership of Snap-on Inc. common stock and derivative securities by a key executive.
- Future potential for additional stock awards through performance units if company goals are met.
Negatives
- Disposition of 200 shares to cover tax withholding reduces direct beneficial ownership, though this is a standard practice for RSU vesting.
Risks
- No specific company risks are mentioned in this Form 4 filing, which primarily details insider transactions.
- Performance units are subject to the company achieving certain goals over specified periods (2023-2025, 2024-2026, 2025-2027), meaning the actual number of shares awarded could be less than the target or zero if goals are not met.
Future Outlook
Performance units for the 2023-2025, 2024-2026, and 2025-2027 periods are contingent on Snap-on Inc. achieving specific company goals, with potential awards up to 200% of the target number of units reported. Additional Restricted Stock Units are scheduled to vest in February 2027 and February 2028, assuming continued employment.
Industry Context
StockSavvy.ai notes that Form 4 filings are routine disclosures of insider trading activity, providing transparency into executive compensation and ownership changes. These transactions are specific to the individual executive and Snap-on Inc., and do not directly reflect broader industry trends or competitive dynamics.
Comparison to Industry Standards
- Form 4 filings are standard regulatory disclosures for insider transactions across all publicly traded companies in the U.S. This filing adheres to the required format and content.
- The practice of withholding shares to cover tax obligations upon RSU vesting is a common and standard procedure for equity compensation in the industry.
- The structure of equity compensation, including restricted stock units, performance units, and stock options, is typical for executive compensation packages in large, established companies like Snap-on Inc., comparable to practices at peers such as Stanley Black & Decker (SWK) or Illinois Tool Works (ITW).
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Delegation of Authority | Mary E. Bauerschmidt granted a Power of Attorney to Richard T. Miller, Ryan S. Lovitz, and Leslie Sepanski to execute Forms 3, 4, 5, 144, and other related SEC filings on her behalf. | 2024-04-09 | Enhances administrative efficiency for SEC compliance for the reporting person, ensuring timely and accurate filings. |
Related Party Transactions
- The filing details participation in the Snap-on Incorporated Employee Stock Ownership Plan and a dividend reinvestment plan, which are standard employee benefit programs.
Stakeholder Impact
- Shareholders: Minor, routine impact, providing transparency into executive ownership and compensation practices.
- Employees: No direct impact on general employees, but reflects standard executive compensation structures.
- Management: The Power of Attorney streamlines compliance for the reporting executive.
Next Steps
- Future vesting of 487 Restricted Stock Units on February 15, 2027.
- Future vesting of 464 Restricted Stock Units on February 13, 2028.
- Potential vesting of performance units for the 2023-2025, 2024-2026, and 2025-2027 periods, contingent on company goal achievement.
- Payment of Deferred Stock Units will occur in accordance with the reporting person's deferral election, death, disability, or termination of employment.
Key Dates
| Date | Description |
|---|---|
| 2024-04-09 | Date Power of Attorney was executed by Mary E. Bauerschmidt. |
| 2025-02-15 | Date exercisable for a stock option grant, with vesting in three annual installments. |
| 2025-12-31 | Date of plan statement for Deferred Stock Units. |
| 2026-02-09 | Date of earliest transaction, including RSU vesting and tax-related share disposition. |
| 2026-02-13 | Date exercisable for a stock option grant, with vesting in three annual installments. |
| 2027-02-15 | Vesting date for 487 Restricted Stock Units. |
| 2028-02-13 | Vesting date for 464 Restricted Stock Units. |
| 2030-02-13 | Expiration date for 2,000 stock options with an exercise price of $155.34. |
| 2031-02-11 | Expiration date for 2,400 stock options with an exercise price of $189.89. |
| 2032-02-10 | Expiration date for 2,805 stock options with an exercise price of $211.67. |
| 2033-02-09 | Expiration date for 2,066 stock options with an exercise price of $249.26. |
| 2034-02-15 | Expiration date for 2,259 stock options with an exercise price of $269.00. |
| 2035-02-13 | Expiration date for 1,984 stock options with an exercise price of $339.73. |
Keywords
Snap-on Inc, SNA, Form 4, insider transaction, beneficial ownership, restricted stock units, stock options, performance units, executive compensation, Mary Ellen Bauerschmidt
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