Toczydlowski Gregory C 4

What Happened
Gregory C. Toczydlowski, EVP & President, Business Insurance at Travelers (TRV), received 22,842.69 shares on 2026-02-18 as the payout of performance share rights (award). On the same date, 10,643 shares were disposed at $298.46 per share to satisfy tax withholding obligations, generating proceeds of $3,176,510. The award shares were reported at $0.00 acquisition price (code A); the disposal is reported under the tax-withholding/payment code (F).

Key Details

• Transaction date: 2026-02-18 (reported 2026-02-19) — filing appears timely.
• Award: 22,842.69 shares acquired at $0.00 (performance share payout; code A).
• Tax withholding/sale: 10,643 shares disposed at $298.46 each, total $3,176,510 (code F).
• Footnote: F1 — These shares represent common stock paid out upon achievement of performance objectives under performance share rights granted in 2023.
• Shares owned after transaction: not specified in the provided filing.

Context

• This was an award payout with a routine share surrender/sale to cover taxes, not an open-market purchase or discretionary sale. Such tax-withholding dispositions are common when performance-based awards vest and do not necessarily indicate an insider’s view on the company’s stock.
• For retail investors, note the distinction: the acquisition reflects compensation (awarded shares), while the disposal was to meet tax obligations, not a separate investment decision.