Travelers (NYSE: TRV) exec awarded 9,238 shares, with 4,225 withheld for taxes

Rhea-AI Filing Summary

TRAVELERS COMPANIES, INC. executive David Donnay, EVP & Co-Chief Investment Officer, received 9,238.244 shares of common stock as a grant tied to performance share rights awarded in 2023. These shares were paid out after the company confirmed achievement of the relevant performance objectives.

On the same date, 4,225 shares were disposed of at $298.4600 per share to cover tax liabilities through share withholding rather than a market sale. Following these transactions, Donnay directly owns 10,478.629 shares, with additional indirect holdings in a 401(k) plan and in a trust.

Insights

Equity compensation analyst

Routine performance-based share payout with tax withholding using shares.

The activity reflects a standard executive compensation event at TRAVELERS COMPANIES, INC.. David Donnay received 9,238.244 common shares upon achievement of performance objectives from performance share rights granted in 2023, aligning equity awards with prior performance targets.

The 4,225-share disposition at $298.4600 per share is a tax-withholding transaction, not an open-market sale, so it does not indicate discretionary selling pressure. Indirect ownership now includes shares held in a 401(k) plan and in trust, following a transfer of previously direct holdings.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Rowland David Donnay

Role EVP & Co-Chief Invest. Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	9,238.244	$0.00	--
Tax Withholding	Common Stock	4,225	$298.46	$1.26M
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 14,703.629 shares (Direct); Common Stock — 5,881.556 shares (Indirect, 401(k) Plan)

Footnotes (1)

1. Represents common stock paid out upon achievement of performance objectives contained in performance share rights granted in 2023. This amount reflects the transfer of shares previously held directly by the Reporting Person. Such shares are now held indirectly in trust.

Form 4 Insider Transactions: What Each Field Means →

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^*

Rowland David Donnay

(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 & Co-Chief Invest. Officer

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)		9,238.244	A	$0	14,703.629(2)	D
Common Stock	02/18/2026		F		4,225	D	$298.46	10,478.629	D
Common Stock								5,881.556	I	401(k) Plan
Common Stock								22,083(2)	I	In Trust

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.

2. This amount reflects the transfer of shares previously held directly by the Reporting Person. Such shares are now held indirectly in trust.

	/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.
* 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did TRV executive David Donnay acquire in this Form 4?

David Donnay received 9,238.244 shares of TRV common stock. The shares were paid out after achieving performance objectives linked to performance share rights originally granted in 2023, reflecting previously set incentive compensation rather than an open-market purchase.

Why were 4,225 TRV shares disposed of by David Donnay?

The 4,225 TRV shares were disposed of at $298.4600 per share to satisfy tax liabilities. This tax-withholding disposition uses shares instead of cash and does not represent a discretionary open-market sale by the executive.

How many TRV shares does David Donnay own directly after these transactions?

After the reported transactions, David Donnay directly owns 10,478.629 TRV common shares. This figure reflects the performance-based share grant and the tax-withholding disposition completed on the same date.

What indirect TRV holdings are reported for David Donnay?

Indirect holdings include 5,881.556 TRV shares in a 401(k) plan and 22,083.000 TRV shares held in trust. A footnote explains that the trust position reflects a transfer of shares previously held directly by the reporting person.

Were David Donnay’s TRV transactions open-market buys or sells?

No, the activity involves equity compensation, not open-market trades. Shares were acquired through a performance-based grant, and shares were disposed of solely to cover tax liabilities via withholding, rather than through discretionary market sales.

What does the 2023 performance share rights reference mean for TRV investors?

The reference indicates the shares came from a 2023 performance share award that vested upon meeting performance goals. It shows the company uses performance-linked equity for executives, aligning part of compensation with longer-term business outcomes.