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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 13, 2026
The
Travelers Companies, Inc.
(Exact name of registrant as specified in its
charter)
Minnesota
(State or
other jurisdiction of
incorporation) |
|
001-10898
(Commission
File Number) |
|
41-0518860
(IRS Employer
Identification
No.) |
485
Lexington Avenue
New York,
New York 10017
(Address
of principal executive offices) (Zip code)
(917)
778-6000
(Registrant’s
telephone number, including area code)
Not Applicable
(Former name or
former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
stock, without par value |
|
TRV |
|
New
York Stock Exchange |
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On February 13, 2026, Rafael Santana
notified The Travelers Companies, Inc. (the “Company”) that he will not stand for re-election to the Company’s
Board of Directors at the Company’s 2026 Annual Meeting of Shareholders. Mr. Santana’s decision was not due to any disagreement
with the Company’s management or Board of Directors.
Mr. Santana will serve out the remainder
of his term, which will end at the Company’s 2026 Annual Meeting of Shareholders.
The Company is grateful to Mr. Santana for
his years of service on the Board.
Item 7.01 Regulation FD Disclosure.
A copy of the letter received from Mr. Santana
is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. |
|
Description |
| 99.1 |
|
Letter
dated February 13, 2026 to The Travelers Companies, Inc. (This exhibit is furnished and not filed.) |
| 101.1 |
|
Pursuant to Rule 406 of Regulation S-T, the cover
page to this Current Report on Form 8-K is formatted in Inline XBRL. |
| 104.1 |
|
Cover Page Interactive Data File (Embedded within the Inline XBRL document
and included in Exhibit 101.1.) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
The Travelers Companies, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 17, 2026 |
THE TRAVELERS COMPANIES, INC. |
| |
|
|
| |
By: |
/s/ Christine K. Kalla |
| |
|
Name: Christine K. Kalla
|
| |
|
Title: Executive Vice President and General Counsel |
Exhibit 99.1
 |
|
| Rafael Santana |
| President and CEO |
| |
February 13th, 2026
Alan D. Schnitzer
Chairman and Chief Executive Officer
The Travelers Companies, Inc.
485 Lexington Avenue
New York, New York 10017
Dear Alan,
This is to confirm that I’ve made
the difficult decision not to stand for reelection to the Travelers board in May 2026.
With the current opportunities and demand
at Wabtec, and the travel and time commitments they require, I don’t believe I can continue to support Travelers at the level it
deserves while fully meeting my responsibilities.
I’ve really enjoyed being on the
Board. Travelers is a first-class company. The culture is special, the strategy is clear, and you and the team run it the right way.
I look forward to staying in touch.
| Best Regards, |
|
| |
|
| /s/ Rafael Santana |
|
| Rafael Santana |
|