HEYMAN WILLIAM H 4

What Happened

• William H. Heyman, Vice Chairman of Travelers Companies, exercised stock options and sold shares. On Feb 17, 2026 he exercised 1,000 shares at $172.50 per share (cash cost $172,500) and sold 1,000 shares in the open market at $300.00 per share for proceeds of $300,000. On Feb 18, 2026 he received 10,078.466 shares as a performance-based award (no cash cost). Also on Feb 18, 5,574 shares were surrendered/ disposed to cover tax liabilities at an implied value of $298.46 per share (value ≈ $1,663,616).
• Overall this sequence looks like an option exercise followed by an immediate sale (cashless-style) plus tax withholding via share surrender, alongside a separate payout of performance shares.

Key Details

• Transaction dates and prices:
  • 2026-02-17: Exercised 1,000 options at $172.50 (total cost $172,500).
  • 2026-02-17: Sold 1,000 shares at $300.00 (proceeds $300,000).
  • 2026-02-18: Received 10,078.466 performance shares at $0.00 (award).
  • 2026-02-18: 5,574 shares surrendered for tax withholding at $298.46 (≈ $1,663,616).
• Shares owned after the transactions: not provided in the excerpt of the Form 4.
• Footnotes:
  • F1: The 10,078.466 shares represent common stock paid out upon achievement of performance objectives tied to 2023 performance share rights.
  • F2: The reporting person disclaims beneficial ownership of these shares (per the filing).
• Filing timeliness: Form 4 filed Feb 19, 2026 for transactions on Feb 17–18, 2026 — appears timely.

Context

• For options exercises: Heyman exercised options and immediately sold at least some of the resulting shares, which is common for executives to cover exercise cost or diversify; the separate tax-withholding disposition surrendered shares to satisfy tax obligations.
• The 10,078.466-share entry is a performance award payout (not a market purchase) and does not indicate an outlay by the executive.
• These entries are routine insider activity (exercise, sale, award/tax withholding); they are factual disclosures and do not by themselves indicate the insider’s broader view of the company’s prospects.