Possell Jane Elizabeth 4

What Happened

• Jane Elizabeth Possell, EVP & Chief Investment Officer of CNA Financial Corporation (CNA), was granted 19,888 performance share units (PSPs) on 2026-03-15 (transaction code A). On the same date, 7,006 shares were withheld (transaction code F) to satisfy tax withholding obligations at a reported per-share price of $47.03, a disposition valued at $329,492. The award itself was recorded at $0 acquisition price on the Form 4.

Key Details

• Transaction date: 2026-03-15; Filing date: 2026-03-17 (timely filing).
• Grant: 19,888 PSPs (award, code A); Tax withholding: 7,006 shares disposed at $47.03 each (code F) = $329,492.
• Shares owned after transaction: not specified in this filing.
• Footnotes: F1 — These are performance share awards under CNA’s Incentive Compensation/Performance Share Plan for the 2025 cycle; the 19,888 PSPs will cliff vest on March 15, 2028 and vest only if Possell remains continuously employed (subject to award terms). F2 — Company permits withholding of shares to satisfy tax obligations (used here).
• Transaction type: Award/grant (compensation); the withheld shares are routine tax-withholding, not an open-market sale.

Context

• Performance share grants are compensation tied to future performance and typically vest after a multi-year period; these PSPs cliff vest in 2028 if employment and performance conditions are met. The withholding of shares to cover taxes is a common administrative action and does not necessarily indicate a decision to sell shares for investment reasons.