CNA Financial (CNA) SVP gets 4,773-share award, 1,787 withheld

Rhea-AI Filing Summary

CNA Financial Corp reported that SVP & Chief Accounting Officer Amy Marie Smith received an award of 4,773 shares of common stock at no cost under the company’s Performance Share Plan for the 2025 performance cycle. According to the plan, these shares will cliff vest on March 15, 2028, provided she remains continuously employed, subject to any award terms or employment agreement. On the same date, 1,787 shares were withheld at $47.03 per share to satisfy tax obligations, a non-market disposition. After these compensation-related transactions, she directly holds 24,357 common shares.

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^*

Smith Amy Marie

(Last) (First) (Middle)

151 N. FRANKLIN ST.

(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)
	SVP & Chief Accounting Officer

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		4,773(1)	A	$0(2)	26,144	D
Common Stock	03/15/2026		F(3)		1,787	D	$47.03	24,357	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. 4,773 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 Amy Marie Smith	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).
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 transaction did CNA (CNA) report for Amy Marie Smith?

CNA reported that SVP & Chief Accounting Officer Amy Marie Smith received an award of 4,773 shares of common stock and had 1,787 shares withheld to cover tax obligations, leaving her with 24,357 directly owned shares.

How many CNA Financial (CNA) shares were granted to the SVP & Chief Accounting Officer?

Amy Marie Smith was granted 4,773 shares of CNA common stock at no cost under the company’s Performance Share Plan for the 2025 performance cycle, as described in the incentive compensation plan footnotes.

When do Amy Marie Smith’s 4,773 CNA Performance Share Plan shares vest?

The 4,773 Performance Share Plan shares are scheduled to cliff vest on March 15, 2028. Vesting requires that Amy Marie Smith remain continuously employed by CNA Financial Corporation from the grant date until that vesting date, subject to award and employment terms.

Why were 1,787 CNA (CNA) shares disposed of in Amy Marie Smith’s Form 4?

The 1,787 shares were withheld by CNA to satisfy tax withholding obligations tied to the share award. This F-code transaction represents a tax-withholding disposition, not an open-market sale, and is permitted under the company’s incentive compensation plan.

How many CNA Financial shares does Amy Marie Smith hold after these transactions?

Following the grant and tax withholding, Amy Marie Smith directly holds 24,357 shares of CNA common stock. This total reflects the net position after receiving 4,773 shares and having 1,787 shares withheld for taxes on March 15, 2026.

What plan governs the CNA (CNA) share award reported for Amy Marie Smith?

The award is governed by CNA’s Incentive Compensation Plan, as amended and restated effective January 1, 2020, which allows Performance Share Plan awards and permits withholding of common stock shares to satisfy participants’ tax withholding obligations.