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.

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^*

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).
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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.”