Kess Avrohom J. 4

What Happened

Avrohom J. Kess, Vice Chairman and Chief Legal Officer of Travelers Companies, received a payout of 19,147.394 shares on 2026-02-18 tied to performance share rights granted in 2023. To satisfy tax withholding, 10,172 of those shares were surrendered (disposed) at a reported per-share value of $298.46, resulting in proceeds/withholding of $3,035,935. The net shares retained by Kess from this award are approximately 8,975.394, with an approximate market value of $2.68M at the reported price. This was an award/vesting event (not an open-market purchase or sale).

Key Details

• Transaction date: 2026-02-18; Form filed: 2026-02-19 (reports period 2026-02-18).
• Award received: 19,147.394 shares (code A) at $0.00 acquisition price (performance vesting).
• Shares withheld/disposed for tax: 10,172 shares (code F) at $298.46 — total value ~$3,035,935.
• Net shares retained: ~8,975.394 shares (19,147.394 − 10,172).
• Footnote: F1 — these are common shares paid out upon achievement of performance objectives for performance share rights granted in 2023.
• Filing timeliness: filed the day after the transaction; no late-filing indication provided in the supplied data.

Context

• This is a compensation-related vesting/award and routine tax withholding (shares surrendered to cover taxes), not an open-market sale or purchase signaling a trading decision.
• For retail investors, awards are generally routine compensation events; purchases by insiders are often treated as stronger signals of personal conviction.