CNA Financial (NYSE: CNA) CEO gets 106,075-share award, tax withholding

Rhea-AI Filing Summary

CNA Financial Corporation Chairman and CEO Douglas Worman reported a compensation-related stock grant and associated tax withholding. He was awarded 106,075 shares of common stock under the company’s Performance Share Plan for the 2025 performance cycle, received at no cost. These performance shares will cliff vest on March 15, 2028, subject to his continued employment and award terms.

To cover tax obligations, 37,062 common shares were withheld at $47.03 per share, a non-market disposition. After these transactions, Worman directly holds 239,749 shares of CNA Financial common stock.

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^*

Worman Douglas

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

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		106,075(1)	A	$0(2)	276,811	D
Common Stock	03/15/2026		F		37,062(3)	D	$47.03	239,749	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. 106,075 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 Douglas M. Worman	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did CNA (CNA) Chairman and CEO Douglas Worman report on this Form 4?

Douglas Worman reported a stock award and related tax withholding transaction. He received 106,075 common shares under CNA’s Performance Share Plan and had 37,062 shares withheld to satisfy tax obligations, resulting in 239,749 common shares directly owned after the transactions.

How many CNA (CNA) shares did the CEO receive in this performance share award?

The CEO received 106,075 CNA common shares through a performance-based award. These shares were granted under the company’s Incentive Compensation Plan for the 2025 performance cycle and will cliff vest on March 15, 2028, subject to continued employment and applicable award and employment terms.

Were any of the CNA (CNA) CEO’s reported shares sold on the open market?

No open-market sales were reported; shares were withheld for taxes. The filing shows 37,062 common shares withheld at $47.03 per share solely to satisfy tax withholding obligations permitted under CNA’s Incentive Compensation Plan, not discretionary market selling activity by the CEO.

When will Douglas Worman’s 106,075 CNA (CNA) performance shares vest?

The 106,075 performance shares are scheduled to cliff vest on March 15, 2028. Vesting requires that Douglas Worman remain continuously employed by CNA Financial from the grant date until that vesting date, except as otherwise specified in the award terms or employment agreement.

How many CNA (CNA) shares does the CEO hold after these transactions?

Following the grant and tax withholding transactions, the CEO directly holds 239,749 CNA common shares. This figure reflects the 106,075-share performance award and the 37,062-share tax withholding disposition reported, as summarized in the Form 4 ownership table after the transactions.