CNA Financial (NYSE: CNA) EVP gets 33,094-share award; 18,018 withheld for taxes

Rhea-AI Filing Summary

CNA Financial Corporation EVP & CAO Daniel Paul Franzetti reported stock-based compensation activity. He was granted 33,094 shares of common stock at no cost as a Performance Share Plan award tied to 2025 financial goals. These shares are scheduled to cliff vest on March 15, 2028, assuming continuous employment, subject to award terms and any employment agreement.

To cover tax withholding obligations, 18,018 common shares were withheld at $47.03 per share. After these transactions, Franzetti directly holds 90,688 shares of CNA common stock. The filing reflects routine incentive compensation rather than open-market trading.

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^*

Franzetti Daniel Paul

(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)
	EVP & CAO

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		33,094(1)	A	$0(2)	108,706	D
Common Stock	03/15/2026		F(3)		18,018	D	$47.03	90,688	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. 33,094 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 Daniel Paul Franzetti	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) EVP Daniel Paul Franzetti report in this Form 4?

He reported a stock-based compensation event, receiving 33,094 CNA common shares at no cost under a Performance Share Plan, with 18,018 shares withheld to satisfy tax obligations, leaving him with 90,688 directly held shares.

How many CNA Financial (CNA) shares were granted to the EVP in this filing?

The EVP & CAO was granted 33,094 shares of CNA common stock. These were issued under a Performance Share Plan award for the 2025 performance cycle and will cliff vest on March 15, 2028, subject to continued employment conditions.

Why were 18,018 CNA (CNA) shares disposed of in Daniel Franzetti’s Form 4?

The 18,018 shares were withheld to satisfy tax withholding obligations. CNA’s Incentive Compensation Plan permits settling taxes by withholding common stock, so this disposition is a non-market, administrative transaction rather than an open-market sale by the executive.

What is the vesting schedule for the new CNA Financial (CNA) performance shares?

The 33,094 performance share plan shares are scheduled to cliff vest on March 15, 2028. Vesting depends on the executive remaining continuously employed by CNA Financial from the grant date through that vesting date, subject to award and employment terms.

How many CNA (CNA) shares does EVP Daniel Franzetti hold after this Form 4?

Following the grant and tax withholding, Daniel Paul Franzetti directly holds 90,688 shares of CNA common stock. This figure reflects his updated ownership position after the incentive award and related share withholding for tax purposes.

Was the CNA Financial (CNA) share grant to the EVP an open-market purchase?

No, the grant was part of CNA’s Incentive Compensation Plan and Performance Share Plan. The EVP received 33,094 shares at no cost, and the related share disposition was solely to cover tax obligations, not an open-market buy or sell transaction.