Cincinnati Financial (CINF) CEO receives vested stock awards

Rhea-AI Filing Summary

Cincinnati Financial Corp President and CEO Stephen M. Spray reported equity award activity. On March 2, 2026, he exercised performance stock units and restricted stock units at no cost, converting them into common shares after performance goals were met at the maximum level. The company withheld some common shares at $163.43 per share to cover tax obligations, and Spray directly held 72,731 common shares after these transactions.

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^*

Spray Stephen M

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

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		778	A	$0.00	64,552	D
Common Stock	03/02/2026		M		605	A	$0.00	65,157	D
Common Stock	03/02/2026		M		13,620	A	$0.00	78,777	D
Common Stock	03/02/2026		M		688	A	$0.00	79,465	D
Common Stock	03/02/2026		F		271	D	$163.43	79,194	D
Common Stock	03/02/2026		F		309	D	$163.43	78,885	D
Common Stock	03/02/2026		F		349	D	$163.43	78,536	D
Common Stock	03/02/2026		F		5,805	D	$163.43	72,731	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			13,620	(1)	(1)	Common Stock	13,620	$0.00	0.00	D
Restricted Stock Units	$0.00	03/02/2026		M			605	(2)	(2)	Common Stock	605	$0.00	0.00	D
Restricted Stock Units	$0.00	03/02/2026		M			778	(3)	(3)	Common Stock	778	$0.00	778	D
Restricted Stock Units	$0.00	03/02/2026		M			688	(4)	(4)	Common Stock	688	$0.00	1,377	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.

Remarks:

	/s/ Stephen M Spray	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 did Cincinnati Financial (CINF) CEO Stephen Spray report in this Form 4?

Stephen M. Spray reported equity award activity, exercising performance stock units and restricted stock units into common stock at no cost. Some shares were withheld to cover taxes, leaving him with 72,731 directly owned Cincinnati Financial common shares after the transactions.

How many Cincinnati Financial performance stock units did the CEO convert?

Stephen M. Spray converted 13,620 performance stock units into Cincinnati Financial common stock at a price of $0.00 per share. These units became payable on March 1, 2026, after the performance goals tied to the award were achieved at the maximum level.

How were restricted stock units treated in this Cincinnati Financial Form 4?

Restricted stock units were converted into common stock as they vested under prior grant agreements. Vesting occurred on March 1, 2026, following three-year ratable service periods ending in 2026, 2027, and 2028, turning those units into directly owned Cincinnati Financial shares.

Why were some Cincinnati Financial shares disposed of in this filing?

Dispositions were coded “F,” meaning shares were surrendered to satisfy tax obligations. Common stock totaling several hundred to 5,805 shares per line was delivered at $163.43 per share, allowing Stephen M. Spray to pay exercise- or vesting-related taxes without an open-market sale.

How many Cincinnati Financial common shares does the CEO own after these transactions?

After all award conversions and tax-related share withholdings, Stephen M. Spray directly owned 72,731 shares of Cincinnati Financial common stock. This figure reflects both the new shares received from vested awards and the shares delivered back to cover associated tax liabilities.

What do the performance goals mean for the CEO’s Cincinnati Financial stock units?

The performance stock units became payable because specified goals were reached at the maximum level. This result increased Stephen M. Spray’s common share holdings when 13,620 units converted, showing that the underlying multi-year performance conditions attached to the award were fully achieved.