Cincinnati Financial (CINF) CFO exercises and withholds stock awards

Rhea-AI Filing Summary

Cincinnati Financial executive Michael J. Sewell, the CFO, EVP and Treasurer, reported multiple equity award transactions. On March 2, 2026, he exercised 14,996 Performance Stock Units and several tranches of Restricted Stock Units that had vested after meeting performance and service conditions.

These derivative exercises converted into shares of common stock, increasing his direct holdings before shares were withheld to cover tax obligations. Tax-withholding dispositions included up to 5,914 common shares at $163.43 per share. He also holds 14,393 phantom stock shares under a company savings plan, to be settled at retirement or other service termination.

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^*

Sewell Michael J

(Last) (First) (Middle)

6200 SOUTH GILMORE RD

(Street)

FAIRFIELD OH 45014

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO, EVP & Treasurer

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		653	A	$0.00	102,282	D
Common Stock	03/02/2026		M		774	A	$0.00	103,056	D
Common Stock	03/02/2026		M		667	A	$0.00	103,723	D
Common Stock	03/02/2026		M		14,996	A	$0.00	118,719	D
Common Stock	03/02/2026		F		281	D	$163.43	118,438	D
Common Stock	03/02/2026		F		326	D	$163.43	118,112	D
Common Stock	03/02/2026		F		275	D	$163.43	117,837	D
Common Stock	03/02/2026		F		5,914	D	$163.43	111,923	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			14,996	(1)	(1)	Common Stock	14,996	$0.00	0.00	D
Restricted Stock Units	$0.00	03/02/2026		M			667	(2)	(2)	Common Stock	667	$0.00	0.00	D
Restricted Stock Units	$0.00	03/02/2026		M			774	(3)	(3)	Common Stock	774	$0.00	775	D
Restricted Stock Units	$0.00	03/02/2026		M			653	(4)	(4)	Common Stock	653	$0.00	1,307	D
Phantom Stock Shares	$0.00							(5)	(5)	Common Stock	14,393		14,393	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/ Michael J Sewell	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 insider transactions did CINCINNATI FINANCIAL (CINF) report for its CFO?

Cincinnati Financial reported that CFO Michael J. Sewell exercised performance stock units and restricted stock units into common shares. He also had shares withheld to cover tax obligations and continues to hold phantom stock units under a deferred compensation plan.

How many performance stock units did the CINF CFO convert into shares?

Michael J. Sewell exercised 14,996 Performance Stock Units into common stock. These units became payable after performance goals were achieved at the maximum level and contributed to an increase in his direct ownership before subsequent tax-withholding share dispositions.

Were any Cincinnati Financial (CINF) shares sold on the open market in this Form 4?

The filing shows dispositions coded "F," meaning shares were withheld to satisfy tax liabilities, not sold in open-market trades. These tax-withholding transactions used common stock at a reported price of $163.43 per share to cover the related obligations.

What are the phantom stock shares held by the CINF CFO?

The CFO holds 14,393 phantom stock shares under Cincinnati Financial’s Top Hat Savings Plan, an excess benefits plan. These units mirror company stock value and are scheduled to be settled in cash or stock at retirement or upon another qualifying termination of service.

Did performance goals affect the Cincinnati Financial (CINF) equity awards in this filing?

Yes. The filing notes that certain restricted and performance stock units became payable on March 1, 2026, after performance goals were met at the maximum level. Other restricted stock units vested based on three-year service periods ending in 2026, 2027, and 2028.