CNA Financial (CNA) EVP granted 14,451 shares, 6,791 withheld for taxes

Rhea-AI Filing Summary

CNA Financial Corp executive James Mark Steven reported equity compensation activity involving the company’s common stock. He was granted 14,451 shares under the Performance Share Plan, achieved for the 2025 performance cycle and scheduled to cliff vest on March 15, 2028, contingent on continuous employment. The filing notes he received these shares at no cost. To cover tax withholding obligations related to the award, 6,791 shares were disposed of at $47.03 per share via share withholding rather than an open-market sale. After these transactions, he directly owns 34,719 common shares of CNA Financial.

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

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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^*

James Mark Steven

(Last) (First) (Middle)

151 N. FRANKLIN STREET

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CNA FINANCIAL CORP [ CNA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Risk & Rein Off

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

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	03/15/2026		A		14,451(1)	A	$0(2)	41,510	D
Common Stock	03/15/2026		F(3)		6,791	D	$47.03	34,719	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

Explanation of Responses:

1. The Company's Incentive Compensation Plan (as amended and restated as of January 1, 2020) provides for the issuance of CNA Financial Corporation's common stock under the Performance Share Plan (PSP) awards based upon achievement of predetermined financial goals for the 2025 performance cycle. 14,451 PSP shares were achieved and will cliff vest on March 15, 2028. No performance share unit shall vest on such vesting date unless the reporting person has been continuously employed by CNA Financial Corporation from the grant date until such vesting date except as otherwise specified in award terms and employment agreement, if any.

2. The Reporting Person received the CNAF shares at no cost.

3. The Company's Incentive Compensation Plan (as amended and restated as of January 1, 2020) permits the withholding of shares of common stock to satisfy tax withholding obligations of the participants.

Remarks:

	Stathy Darcy by Power of Attorney for Mark S. James	03/17/2026
	** 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).
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FAQ

What insider transactions did CNA (CNA) report for James Mark Steven?

CNA reported that EVP James Mark Steven received a grant of 14,451 common shares under a Performance Share Plan and had 6,791 shares withheld to satisfy tax obligations, leaving him with 34,719 directly owned shares of CNA Financial common stock.

Was the CNA (CNA) insider transaction a market purchase or sale?

The transaction was not an open-market trade. James Mark Steven received 14,451 shares as an equity award at no cost, and 6,791 shares were withheld by the company to cover tax liabilities, rather than sold on the open market.

When will James Mark Steven’s new CNA (CNA) performance shares vest?

The 14,451 performance share plan shares are scheduled to cliff vest on March 15, 2028. Vesting requires that James Mark Steven remain continuously employed by CNA Financial from the grant date through that vesting date, subject to award terms and any employment agreement.

How many CNA (CNA) shares does James Mark Steven own after the Form 4 filing?

Following the reported award and tax withholding, James Mark Steven directly owns 34,719 shares of CNA Financial common stock. This reflects his post-transaction holding after the grant of 14,451 shares and the withholding of 6,791 shares for taxes.

At what price were CNA (CNA) shares withheld for taxes in this filing?

To satisfy tax withholding obligations, 6,791 shares of CNA Financial common stock were disposed of at a price of $47.03 per share. This withholding occurred under the company’s Incentive Compensation Plan, which permits settling tax liabilities with shares.

Did James Mark Steven pay anything for the CNA (CNA) shares he received?

According to the filing, James Mark Steven received the CNA Financial shares at no cost. The shares were issued under the company’s Incentive Compensation Plan as part of a Performance Share Plan award based on achievement of predetermined financial goals for the 2025 performance cycle.