Travelers EVP gets stock award, shares withheld for taxes

TRAVELERS COMPANIES, INC. executive Gregory C. Toczydlowski reported equity compensation activity in company common stock.

Accepted by SEC EDGAR 02/19/2026 - 04:19 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

TRAVELERS COMPANIES, INC. executive Gregory C. Toczydlowski reported equity compensation activity in company common stock. He received a grant/award acquisition of 22,842.69 shares on February 18, 2026 at a stated price of $0.0000 per share, representing common stock paid out upon achievement of performance objectives from performance share rights granted in 2023. To cover tax obligations, 10,643 shares were disposed of through a tax-withholding transaction at $298.46 per share on the same date. Following these transactions, his directly owned common stock holdings were 30,615.877 shares, and he also had 285.651 shares held indirectly in a 401(k) plan.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Toczydlowski Gregory C

Role EVP & President, Business Ins.

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	22,842.69	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	10,643	$298.46	$3.18M
Holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 30,615.877 shares (Direct); Common Stock — 285.651 shares (Indirect, 401(k) Plan)

Footnotes (1)

1. F1. Represents common stock paid out upon achievement of performance objectives contained in performance share rights granted in 2023.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did TRV executive Gregory Toczydlowski report?

Gregory C. Toczydlowski reported a stock award and a related tax-withholding transaction. He received 22,842.69 shares of Travelers common stock, then 10,643 shares were disposed of at $298.46 per share to satisfy tax obligations tied to that equity compensation.

Was the TRV insider Form 4 a stock purchase or a compensation award?

The Form 4 reflects an equity compensation award, not an open-market purchase. 22,842.69 shares were granted as common stock upon achieving 2023 performance share objectives, with a reported price of $0.0000 per share, consistent with a non-cash incentive payout structure.

Why were 10,643 TRV shares disposed of in Gregory Toczydlowski’s filing?

10,643 Travelers shares were disposed of to cover tax obligations on the equity award. The filing identifies this as a tax-withholding disposition, valued at $298.46 per share, which is a common method for satisfying withholding on stock-based compensation.

How many TRV shares does Gregory Toczydlowski hold after these transactions?

After the reported transactions, Gregory C. Toczydlowski directly owned 30,615.877 Travelers common shares. He also had 285.651 additional shares held indirectly through a 401(k) plan, reflecting his remaining beneficial ownership positions reported in the Form 4.

What does the footnote about TRV performance share rights indicate?

The footnote explains the 22,842.69 awarded shares came from performance share rights granted in 2023. These shares were paid out after the company determined that specified performance objectives had been achieved, converting previously granted performance units into common stock.

Does the TRV Form 4 show any open-market buying or selling by the executive?

The filing does not show open-market trades. It reports an equity award of 22,842.69 shares and a tax-withholding disposition of 10,643 shares at $298.46, both typical components of stock-based executive compensation rather than discretionary market transactions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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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^*

Toczydlowski Gregory C

(Last) (First) (Middle)

THE TRAVELERS COMPANIES, INC.

385 WASHINGTON STREET

(Street)

ST. PAUL MN 55102

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TRAVELERS COMPANIES, INC. [ TRV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & President, Business Ins.

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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	02/18/2026		A(1)		22,842.69	A	$0	41,258.877	D
Common Stock	02/18/2026		F		10,643	D	$298.46	30,615.877	D
Common Stock								285.651	I	401(k) Plan

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. Represents common stock paid out upon achievement of performance objectives contained in performance share rights granted in 2023.

	/s/Wendy C. Skjerven, by power of attorney	02/19/2026
	** 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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