Cincinnati Financial (CINF) exec nets shares after equity awards vest

Rhea-AI Filing Summary

Cincinnati Financial Corp senior vice president and subsidiary COO Roger A. Brown reported equity award activity involving performance and restricted stock units. On March 2, 2026, he exercised and converted awards into a total of 5,935 shares of common stock at no cash exercise price. To cover tax obligations, he disposed of 1,788 common shares through tax-withholding transactions at $163.43 per share, rather than open-market sales, leaving him with 62,098 common shares held directly. He also reports 14,753.446 common shares held indirectly by his children. Footnotes note that performance goals for certain units were achieved at the maximum level and that various restricted stock unit grants vested on March 1, 2026 under multi‑year service-based schedules.

Insider Trade Summary

5,935 shares exercised/converted

Mixed 13 txns

Insider Brown Roger A

Role Sr VP, COO - Subsidiary

Type	Security	Shares	Price	Value
Exercise	Performance Stock Units	5,052	$0.00	--
Exercise	Restricted Stock Units	275	$0.00	--
Exercise	Restricted Stock Units	327	$0.00	--
Exercise	Restricted Stock Units	281	$0.00	--
Exercise	Common Stock	327	$0.00	--
Exercise	Common Stock	275	$0.00	--
Exercise	Common Stock	5,052	$0.00	--
Exercise	Common Stock	281	$0.00	--
Tax Withholding	Common Stock	120	$163.43	$20K
Tax Withholding	Common Stock	81	$163.43	$13K
Tax Withholding	Common Stock	142	$163.43	$23K
Tax Withholding	Common Stock	1,445	$163.43	$236K
holding	Common Stock	--	--	--

Holdings After Transaction: Performance Stock Units — 0 shares (Direct); Restricted Stock Units — 551 shares (Direct); Common Stock — 58,278 shares (Direct); Common Stock — 14,753.446 shares (Indirect, By Children)

Footnotes (1)

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

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 03/04/2026 - 03:43 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Brown Roger A

(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)
	Sr VP, COO - Subsidiary

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		327	A	$0.00	58,278	D
Common Stock	03/02/2026		M		275	A	$0.00	58,553	D
Common Stock	03/02/2026		M		5,052	A	$0.00	63,605	D
Common Stock	03/02/2026		M		281	A	$0.00	63,886	D
Common Stock	03/02/2026		F		120	D	$163.43	63,766	D
Common Stock	03/02/2026		F		81	D	$163.43	63,685	D
Common Stock	03/02/2026		F		142	D	$163.43	63,543	D
Common Stock	03/02/2026		F		1,445	D	$163.43	62,098	D
Common Stock								14,753.446	I	By Children

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			5,052	(1)	(1)	Common Stock	5,052	$0.00	0.00	D
Restricted Stock Units	$0.00	03/02/2026		M			275	(2)	(2)	Common Stock	275	$0.00	551	D
Restricted Stock Units	$0.00	03/02/2026		M			327	(3)	(3)	Common Stock	327	$0.00	326	D
Restricted Stock Units	$0.00	03/02/2026		M			281	(4)	(4)	Common Stock	281	$0.00	0.00	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, 2028.

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, 2026.

Remarks:

	/s/ Roger A. Brown	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did CINF executive Roger A. Brown report?

Roger A. Brown reported equity award vesting and related share movements. He converted performance and restricted stock units into common stock, then surrendered some of those shares to cover tax obligations through tax-withholding transactions, rather than selling them in the open market.

How many Cincinnati Financial (CINF) shares did Roger A. Brown acquire and dispose?

Roger A. Brown acquired 5,935 Cincinnati Financial common shares through exercises and conversions. He then disposed of 1,788 shares via tax-withholding transactions, using stock valued at $163.43 per share to satisfy tax obligations linked to the vesting and payout of his equity awards.

What is Roger A. Brown’s direct ownership in Cincinnati Financial (CINF) after these transactions?

After the reported transactions, Roger A. Brown directly holds 62,098 Cincinnati Financial common shares. This figure reflects shares received from vested performance and restricted stock units, net of those surrendered to cover related tax liabilities through non-open-market tax-withholding dispositions.

Were Cincinnati Financial (CINF) insider share disposals open-market sales?

The disposals were not open-market sales. They are coded as tax-withholding transactions, meaning shares were delivered back to satisfy exercise price or tax liabilities at $163.43 per share, a common administrative mechanism for handling taxes on vested equity awards.

Did Cincinnati Financial (CINF) performance stock units meet their goals in this filing?

Yes. A footnote states that the performance stock units became payable March 1, 2026, and that the performance goals were met at the maximum level, triggering payout in common shares as part of Roger A. Brown’s long-term incentive compensation.

What indirect Cincinnati Financial (CINF) holdings are reported for Roger A. Brown?

In addition to his direct holdings, Roger A. Brown reports 14,753.446 Cincinnati Financial common shares held indirectly by his children. This indirect ownership is classified separately from his direct stake and is disclosed with the nature of ownership noted as “By Children.”