Franzetti Daniel Paul 4

What Happened
Daniel Paul Franzetti, EVP & Chief Accounting Officer of CNA Financial Corporation, was granted 33,094 performance share units (PSPs) on March 15, 2026 (acquired at $0.00). To satisfy tax withholding obligations, 18,018 of the shares were withheld/disposed at $47.03 per share, a withholding value of $847,387.

Key Details

• Transaction date: March 15, 2026; Form 4 filed March 17, 2026.
• Grant: 33,094 PSPs issued at $0.00 (no cash cost to the reporting person).
• Tax withholding: 18,018 shares disposed/withheld at $47.03/share; total value ~$847,387. (F = tax withholding)
• Vesting: The 33,094 PSPs were earned for the 2025 performance cycle and will cliff vest on March 15, 2028, subject to continuous employment and award terms (footnote).
• Footnotes: F1 – PSP award based on 2025 performance; F2 – shares received at no cost; F3 – company plan permits withholding to satisfy taxes.
• Shares owned after transaction: not specified in the provided filing excerpt.

Context
This was a performance-based equity award (not an open-market purchase or a discretionary sale). Withholding shares to cover taxes is a routine administrative action common with equity awards and does not indicate a market-driven sale decision. The awarded PSPs will vest only if the insider remains employed through the vesting date (March 15, 2028), per the award terms.