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Hartford (NYSE: HIG) president reports performance share award and tax disposition

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

HARTFORD INSURANCE GROUP, INC. President Adin M. Tooker reported equity compensation activity and related tax withholding. On February 17, 2026, he received a grant of 12,142.203 performance shares based on the Company’s performance for the January 1, 2023 through December 31, 2025 period, which were paid in common stock upon certification.

Those performance shares were then exercised into 12,142.203 shares of common stock, increasing his direct common stock position. On February 18, 2026, 5,655 common shares were disposed of back to the Company to cover tax withholding obligations at a price of $143.53 per share, the closing price on February 17, 2026, leaving 38,208.27 common shares held directly.

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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*
TOOKER ADIN M

(Last) (First) (Middle)
ONE HARTFORD PLAZA

(Street)
HARTFORD CT 06155

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HARTFORD INSURANCE GROUP, INC. [ HIG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President
3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026
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 02/17/2026 M 12,142.203 A $0(1) 43,863.27 D
Common Stock 02/18/2026 F(2) 5,655 D $143.53(3) 38,208.27 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 Shares (1) 02/17/2026 A 12,142.203 (1) (1) Common Stock 12,142.203 $0.0000 12,142.203 D
Performance Shares (1) 02/17/2026 M 12,142.203 (1) (1) Common Stock 12,142.203 $0.0000 0.0000 D
Stock Option $49.01 (4) 02/26/2029 Common Stock 26,687 26,687 D
Stock Option $51.87 (5) 02/23/2031 Common Stock 25,202 25,202 D
Stock Option $53.81 (6) 02/27/2028 Common Stock 16,614 16,614 D
Stock Option $55.27 (7) 02/25/2030 Common Stock 24,094 24,094 D
Stock Option $69.41 (8) 02/23/2032 Common Stock 24,155 24,155 D
Stock Option $78.28 (9) 02/28/2033 Common Stock 24,301 24,301 D
Stock Option $95.74 (10) 02/27/2034 Common Stock 16,492 16,492 D
Stock Option $116.41 (11) 02/25/2035 Common Stock 25,488 25,488 D
Explanation of Responses:
1. On February 17, 2026, the Company's Compensation and Management Development Committee certified a performance share payout based on the level of the Company's performance relative to pre-established objectives for the January 1, 2023 through December 31, 2025 performance period. The performance shares were paid in shares of the Company's common stock.
2. Transaction involving a disposition to the Company of equity securities to cover tax withholding obligations arising from the performance share certification reported on this Form 4, in accordance with the Company's administrative rules.
3. The closing price of the Company's common stock on February 17, 2026, the day of certification.
4. The options became fully exercisable on February 26, 2022, the third anniversary of the grant date.
5. The options became fully exercisable on February 23, 2024, the third anniversary of the grant date.
6. The options became fully exercisable on February 27, 2021, the third anniversary of the grant date.
7. The options became fully exercisable on February 25, 2023, the third anniversary of the grant date.
8. The options became fully exercisable on February 23, 2025, the third anniversary of the grant date.
9. One-third of the options became exercisable on February 28, 2024, an additional one-third of the options became exercisable on February 28, 2025 and the remaining one-third of the options will become exercisable on February 28, 2026, the third anniversary of the grant date.
10. One-third of the options became exercisable on February 27, 2025, an additional one-third of the options will become exercisable on February 27, 2026 and the remaining one-third of the options will become exercisable on February 27, 2027, the third anniversary of the grant date.
11. One-third of the options will become exercisable on February 25, 2026, an additional one-third of the options will become exercisable on February 25, 2027 and the remaining one-third of the options will become exercisable on February 25, 2028, the third anniversary of the grant date.
Anthony J. Salerno, Jr., Attorney-in-Fact 02/19/2026
** 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.
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FAQ

What insider transactions did HIG President Adin M. Tooker report?

Adin M. Tooker reported a grant of 12,142.203 performance shares tied to a 2023–2025 performance period, their conversion into common stock, and a 5,655‑share disposition back to the Company to cover tax withholding obligations.

How many Hartford (HIG) performance shares were granted to the president?

He was granted 12,142.203 performance shares. The Company’s committee certified the payout based on performance from January 1, 2023 through December 31, 2025, and these performance shares were settled in shares of Hartford’s common stock upon certification.

Was there an open-market sale of Hartford (HIG) stock in this Form 4?

The filing shows a 5,655‑share disposition of common stock to the Company, not an open‑market sale. Those shares were withheld to cover tax withholding obligations arising from the certified performance share payout, under the Company’s administrative rules.

At what price were Hartford (HIG) shares used for the tax withholding disposition?

The 5,655 common shares were valued at $143.53 per share. Footnotes state this amount equals the closing price of the Company’s common stock on February 17, 2026, the day the performance share payout was certified by the compensation committee.

How many Hartford (HIG) common shares does the president hold after these transactions?

After the reported transactions, Adin M. Tooker directly holds 38,208.27 shares of Hartford common stock. This reflects the conversion of performance shares into common stock and the subsequent 5,655‑share disposition to the Company for tax withholding obligations.

What performance period underlies the Hartford (HIG) performance share award?

The performance share payout was based on Company performance from January 1, 2023 through December 31, 2025. The compensation committee certified results on February 17, 2026, and the resulting performance shares were settled in shares of Hartford’s common stock on that date.
The Hartford Insurance Group Inc

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Insurance - Property & Casualty
Fire, Marine & Casualty Insurance
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HARTFORD