James Mark Steven 4

What Happened

• James Mark Steven, EVP and Chief Risk & Rein Off at CNA Financial Corp (CNA), was granted 14,451 performance share awards on 2026-03-15 at no cost and, on the same date, had 6,791 shares withheld/disposed to satisfy tax withholding obligations. The withheld shares were valued at $47.03 each, totaling $319,381.
• The grant is a performance share award (not an open-market purchase). The award will cliff vest on March 15, 2028 subject to continued employment and achievement of predetermined 2025 performance goals.

Key Details

• Transaction date: 2026-03-15; Form 4 filed: 2026-03-17 (appears timely).
• Award: 14,451 performance share units granted at $0.00 (received at no cost).
• Tax withholding/disposition: 6,791 shares surrendered/treated as disposed at $47.03 per share = $319,381.
• Shares owned after transaction: not disclosed in the filing.
• Notable footnotes:
  • F1: PSP awards tied to 2025 performance cycle; cliff vesting on 3/15/2028 and require continuous employment to vest.
  • F2: Reporting person received the shares at no cost.
  • F3: Plan permits withholding of shares to satisfy tax obligations (the mechanism used here).
• Filing timeliness: filing covers 3/15/2026 transactions and was filed 3/17/2026 (within the usual 2-business-day Form 4 window).

Context

• This was a performance-based equity grant, not a market purchase—such awards are common for compensation and only indicate potential future ownership if vesting conditions are met.
• The surrender/withholding of shares to cover taxes is a routine administrative action (cashless/stock withholding) and does not necessarily indicate a decision to sell for investment reasons.