Cincinnati Financial Form 4 Shows Minor Net Share Change for Executive

Rhea-AI Filing Summary

Form 4 – Cincinnati Financial Corp. (CINF)

Subsidiary Sr VP & COO Roger A. Brown reported multiple transactions on 07/31/2025. He exercised 3,100 stock options at an exercise price of $71.19 (Code M), adding the same number of common shares. To satisfy tax withholding he disposed of 2,176 shares at the prevailing price of $148.83 (Code F), and gifted 2,000 shares at no consideration (Code G). Following the transactions Brown directly owns 56,141 shares and indirectly holds 14,596.256 shares for his children.

The sequence results in a modest net reduction of 1,076 direct shares versus pre-exercise holdings, yet no open-market sale occurred. All derivative securities from this option grant are now fully exercised, leaving zero remaining options outstanding.

Positive

• Option exercised well below market price, indicating insider captured intrinsic value and retains majority of acquired shares.
• No open-market sale; dispositions limited to tax withholding and a gift, suggesting neutral-to-positive insider sentiment.

Negative

• Net reduction of 1,076 direct shares signals slight decrease in immediate economic exposure, though immaterial relative to total holdings.

Insights

Equity Analyst

TL;DR: Routine option exercise; minor net share loss, no market sale – neutral signal.

The filing reflects standard compensation activity. Exercising at $71.19 versus a $148.83 market price captures embedded value, suggesting confidence in holding long-term. Share withholding is a tax mechanism, not discretionary selling, and the 2,000-share gift has no cash impact. Net share change (-1,076) is immaterial against CINF’s ~160 million shares outstanding. With the option grant now closed, overhang is slightly reduced. Overall, the disclosure neither strengthens nor weakens the investment thesis.

Corporate Governance Specialist

TL;DR: Insider retains sizable stake; actions align with normal equity-comp plan.

Brown maintains >56k direct shares, supporting alignment with shareholders. Gifted shares remain within family, preserving insider influence. Absence of discretionary sales limits negative optics. These facts indicate proper adherence to Section 16 reporting and Rule 10b5-1 safeguards. Governance risk unchanged.

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)
07/31/2025

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	07/31/2025		M		3,100	A	$71.19	60,317	D
Common Stock	07/31/2025		F		2,176	D	$148.83	58,141	D
Common Stock	07/31/2025		G		2,000	D	$0.00	56,141	D
Common Stock								14,596.256(1)	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
Stock Option (Right to Buy)	$71.19	07/31/2025		M			3,100	02/09/2019(2)	02/09/2028(2)	Common Stock	3,100	$0.00	0.00	D

Explanation of Responses:

1. The reporting person is enrolled in quarterly dividend reinvestment. The beneficially owned shares have been adjusted to reflect shares purchased through the reinvestment plan.

2. The option vests in three annual installments beginning on the first anniversary of the date of grant.

Remarks:

	/s/ Roger A. Brown	08/01/2025
	** 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

How many Cincinnati Financial (CINF) shares did Roger Brown acquire?

He acquired 3,100 shares via option exercise at $71.19.

What was the net change in Brown's direct CINF shareholding?

After withholding and a gift, his direct stake declined by 1,076 shares to 56,141.

Did the insider sell any CINF shares on the open market?

No; the only dispositions were tax withholding (Code F) and a gift (Code G).

How many shares does Brown now control indirectly?

He indirectly owns 14,596.256 shares held by his children.

Are any options still outstanding after this filing?

No; the 3,100 options exercised represent the full remaining balance of the grant.