Cincinnati Financial (CINF) chair exercises awards, with shares withheld for taxes

Rhea-AI Filing Summary

Cincinnati Financial Corp chairman Steven J. Johnston reported multiple equity award transactions. On March 2, 2026, he exercised performance and restricted stock units into common stock at no cash cost, including 28,818 shares from performance stock units and several smaller restricted stock unit conversions. To cover tax obligations, 11,836 and other smaller blocks of common shares were withheld at a price of 163.43 per share. After these transactions, he directly held 213,840 shares of common stock and 187,271 phantom stock shares in the company’s Top Hat Savings Plan, which are settled upon retirement or other termination of service.

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).

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^*

JOHNSTON STEVEN J

(Last) (First) (Middle)

6200 SOUTH GILMORE RD

(Street)

FAIRFIELD OH 45014-5141

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CINCINNATI FINANCIAL CORP [ CINF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		M		801	A	$0.00	196,476	D
Common Stock	03/02/2026		M		28,818	A	$0.00	225,294	D
Common Stock	03/02/2026		M		930	A	$0.00	226,224	D
Common Stock	03/02/2026		M		313	A	$0.00	226,537	D
Common Stock	03/02/2026		F		132	D	$163.43	226,405	D
Common Stock	03/02/2026		F		392	D	$163.43	226,013	D
Common Stock	03/02/2026		F		337	D	$163.43	225,676	D
Common Stock	03/02/2026		F		11,836	D	$163.43	213,840	D

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
Performance Stock Units	$0.00	03/02/2026		M			28,818	(1)	(1)	Common Stock	28,818	$0.00	0.00	D
Restricted Stock Units	$0.00	03/02/2026		M			801	(2)	(2)	Common Stock	801	$0.00	0.00	D
Restricted Stock Units	$0.00	03/02/2026		M			930	(3)	(3)	Common Stock	930	$0.00	931	D
Restricted Stock Units	$0.00	03/02/2026		M			313	(4)	(4)	Common Stock	313	$0.00	626	D
Phantom Stock Shares	$0.00							(5)	(5)	Common Stock	187,271		187,271	D

Explanation of Responses:

1. The restricted stock units became payable March 1, 2026. The performance goals were met at maximum level.

2. The restricted stock units vested March 1, 2026, as set forth in the grant agreement providing for ratable vesting over a three year service period ending March 1, 2026.

3. The restricted stock units vested March 1, 2026, as set forth in the grant agreement providing for ratable vesting over a three year service period ending March 1, 2027.

4. The restricted stock units vested March 1, 2026, as set forth in the grant agreement providing for ratable vesting over a three year service period ending March 1, 2028.

5. The reported phantom stock shares were acquired under the company's Top Hat Savings Plan, an "Excess Benefits Plan" within the meaning of Rule 16b-3(b)(2), and are to be settled upon the reporting person's retirement or other termination of service. The reporting person may transfer the value of his phantom stock shares into an alternative investment selection within the plan.

Remarks:

	/s/ Steven J Johnston	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Cincinnati Financial (CINF) chairman Steven J. Johnston report in this Form 4?

He reported equity award exercises and related tax withholding. Performance and restricted stock units converted into common stock at no cash cost, and a portion of the resulting shares was withheld to satisfy tax liabilities under the company’s compensation arrangements.

How many Cincinnati Financial shares did Steven J. Johnston hold after these transactions?

He held 213,840 common shares directly after the transactions. In addition, he reported 187,271 phantom stock shares in the company’s Top Hat Savings Plan, which are designed to be settled when his service with the company ends.

Were the Cincinnati Financial Form 4 transactions open-market buys or sells?

No, they involved award exercises and tax withholding. The transactions reflect the exercise or conversion of performance and restricted stock units into common stock and the delivery of some shares to cover associated tax obligations, not discretionary open-market trading.

What role did performance stock units play in this Cincinnati Financial Form 4?

Performance stock units converted into common shares at maximum achievement. Footnotes state the performance goals were met at the maximum level, and 28,818 performance stock unit shares became payable and were converted into common stock on March 1 and 2, 2026.

What are the phantom stock shares reported by Cincinnati Financial’s chairman?

They are deferred compensation units in a company savings plan. The phantom stock shares were acquired under the Top Hat Savings Plan and are to be settled in value upon retirement or other termination of service, with flexibility to shift value among plan investment options.