BESSETTE ANDY F 4

4 · TRAVELERS COMPANIES, INC. · Filed Feb 19, 2026

AI-generated summary of this filing

Updated Feb 19, 2026

Travelers (TRV) EVP Andy Bessette Exercises Options, Sells Shares

What Happened

Andy F. Bessette, EVP and Chief Administrative Officer of Travelers (TRV), exercised stock options to acquire 6,000 shares on Feb 17, 2026 at an exercise price of $189.01 (cost $1,134,060). On the same day he sold 6,000 shares in three open-market tranches (4,014; 1,443; 543) for combined proceeds of about $1,785,924.
On Feb 18, 2026 he received 8,230.82 shares as a performance-based award (no cash cost) and also had 3,821 shares surrendered/disposed to cover taxes (reported at $298.46, $1,140,416). He also gifted 417 shares on Feb 17 (reported as a $0 disposition).
Overall, the filing shows an option exercise (M), open-market sales (S), a performance award (A), tax withholding (F), and a gift (G).

Key Details

Transaction dates and prices:
- 2026-02-17: Exercised options for 6,000 shares @ $189.01 (acquired) — $1,134,060.
- 2026-02-17: Sold 4,014 shares @ $297.25, 1,443 @ $298.27, 543 @ $299.03 — combined proceeds ~$1,785,924 (see footnotes F1–F3 for weighted-average price ranges and per-price breakdowns).
- 2026-02-18: Received 8,230.82 performance shares (F4) @ $0; 3,821 shares disposed for tax withholding @ $298.46 — $1,140,416.
- 2026-02-17: Gift of 417 shares (G) — $0.
Net share change from reported items: +3,992.82 shares (8,230.82 awarded − 3,821 withheld − 417 gifted). Note: this is a net from the transactions shown; the filing excerpt did not state total shares beneficially owned after the transactions.
Footnotes: F1–F3 indicate weighted-average sale prices across price ranges; the reporting person will provide per-price sale counts on request. F4 notes the 8,230.82 shares were paid out upon achievement of 2023 performance share rights.
Filing timeliness: Form 4 filed Feb 19, 2026 reporting Feb 17–18 transactions; this appears to be a timely filing (Form 4 is typically due within two business days after the transaction).

Context

This pattern (exercise of options followed by immediate open-market sales and separate tax-withholding disposals) is common for cashless or partially cashless option exercises where some or all shares are sold to cover the exercise price and taxes. The award (A) of performance shares is non‑cash compensation tied to prior performance (per F4).
Gifts (G) do not necessarily indicate confidence or lack thereof in the stock; they are transfers and should not be interpreted as market sentiment.
The filing is informational and factual; it does not state the insider’s motivations.

Form 4

Period: 2026-02-17

EVP and Chief Admin Officer

Transactions

Gift
Common Stock
2026-02-17−417→ 19,874.577 total
Exercise/Conversion
Common Stock
2026-02-17$189.01/sh+6,000$1,134,060→ 25,874.577 total
Sale
Common Stock
[F1]
2026-02-17$297.25/sh−4,014$1,193,151→ 21,860.577 total
Sale
Common Stock
[F2]
2026-02-17$298.27/sh−1,443$430,401→ 20,417.577 total
Sale
Common Stock
[F3]
2026-02-17$299.03/sh−543$162,372→ 19,874.577 total
Award
Common Stock
[F4]
2026-02-18+8,230.82→ 28,105.397 total
Tax Payment
Common Stock
2026-02-18$298.46/sh−3,821$1,140,416→ 24,284.397 total
Exercise/Conversion
Stock Options (Right to Buy)
2026-02-17−6,000→ 4,255 total
Exercise: $189.01From: 2026-02-07Exp: 2033-02-07→ Common Stock (6,000 underlying)

Holdings

Footnotes (4)

[F1]Represents the weighted average sales price for price increments ranging from $296.80 to $297.72. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
[F2]Represents the weighted average sales price for price increments ranging from $297.835 to $298.725. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
[F3]Represents the weighted average sales price for price increments ranging from $298.835 to $299.22. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
[F4]Represents common stock paid out upon achievement of performance objectives contained in performance share rights granted in 2023.

Signature

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

1 file