Snap-on Inc 10-Q

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds Issuer Purchases of Equity Securities The following chart discloses information regarding the shares of Snap-on’s common stock repurchased by the company during the third quarter of fiscal 2022, all of which were purchased pursuant to the Board’s authorizations that the company has publicly announced. Snap-on has undertaken stock repurchases from time to time to offset dilution related to equity plan issuances or for other corporate purposes, as well as when the company believes market conditions are favorable. The repurchase of Snap-on common stock is at the company’s discretion, subject to prevailing financial and market conditions, and pursuant to the Board’s authorizations that the company has publicly announced. Period Shares purchased Average price per share Shares purchased as part of publicly announced plans or programs Approximate value of shares that may yet be purchased under publicly announced plans or programs * 07/03/2022 to 07/30/2022 28,000 $217.69 28,000 $418.4 million 07/31/2022 to 08/27/2022 100,000 $226.20 100,000 $415.2 million 08/28/2022 to 10/01/2022 100,000 $215.41 100,000 $396.0 million Total/Average 228,000 $220.42 228,000 N/A N/A: Not applicable * Subject to further adjustment pursuant to the 1996 Authorization described below, as of October 1, 2022, the approximate value of shares that may yet be purchased pursuant to the outstanding Board authorizations discussed below is $396.0 million. • In 1996, the Board authorized the company to repurchase shares of the company’s common stock from time to time in the open market or in privately negotiated transactions (the “1996 Authorization”). The 1996 Authorization allows the repurchase of up to the number of shares issued or delivered from treasury from time to time under the various plans the company has in place that call for the issuance of the company’s common stock. Because the number of shares that are purchased pursuant to the 1996 Authorization will change from time to time as (i) the company issues shares under its various plans; and (ii) shares are repurchased pursuant to this authorization, the number of shares authorized to be repurchased will vary from time to time. The 1996 Authorization will expire when terminated by the Board. • On November 4, 2021, the Board authorized the repurchase of up to $500 million of the company’s common stock (the “2021 Authorization”). The 2021 Authorization will expire when the aggregate repurchase price limit is met, unless terminated earlier by the Board. Other Purchases or Sales of Equity Securities The following chart discloses information regarding transactions in shares of Snap-on’s common stock by Citibank, N.A. (“Citibank”) during the third quarter of 2022 pursuant to a prepaid equity forward agreement (the “Agreement”) with Citibank that is intended to reduce the impact of market risk associated with the stock-based portion of the company’s deferred compensation plans. The company’s stock-based deferred compensation liabilities, which are impacted by changes in the company’s stock price, increase as the company’s stock price rises and decrease as the company’s stock price declines. Pursuant to the Agreement, Citibank may purchase or sell shares of the company’s common stock (for Citibank’s account) in the market or in privately negotiated transactions. The Agreement has no stated expiration date and does not provide for Snap-on to purchase or repurchase its shares. Citibank Purchases (Sales) of Snap-on Stock Period Shares purchased (sold) Average Price per Share 07/03/2022 to 07/30/2022 — — 07/31/2022 to 08/27/2022 (900) $223.32 08/28/2022 to 10/01/2022 500 $223.82 Total/Average (400) $223.50 56 Table of Contents Item 6: Exhibits Exhibit 10.1 Amendment No. 1, dated as of September 15, 2022, by and among Snap-on Incorporated, the lenders party thereto and JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the lenders, to Third Amended and Restated Five Year Credit Agreement, dated as of September 16, 2019, by and among Snap-on Incorporated and the lenders and agents listed on the signature pages thereof, and JPMorgan Chase Bank, N.A., Citibank N.A. and U.S. Bank National Association as joint lead arrangers and joint bookrunners (reflects non-material changes finalized in the quarter ended October 1, 2022) Exhibit 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document Exhibit 101.SCH Inline XBRL Taxonomy Extension Schema Document Exhibit 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Exhibit 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Exhibit 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Exhibit 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Exhibit 104 Cover page Inline XBRL data (contained in Exhibit 101) 57 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Snap-on Incorporated has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SNAP-ON INCORPORATED Date: October 20, 2022 /s/ Aldo J. Pagliari Aldo J. Pagliari, Principal Financial Officer, Senior Vice President – Finance and Chief Financial Officer 58