cinf-20260502 0000020286 false 0000020286 2026-05-02 2026-05-02 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report: May 2, 2026 (Date of earliest event reported) CINCINNATI FINANCIAL CORP ORATION (Exact name of registrant as specified in its charter) Ohio 0-4604 31-0746871 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 6200 S. Gilmore Road Fairfield, Ohio 45014‑5141 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: ( 513 ) 870-2000 N/A (Former name or former address, if changed since last report.) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock CINF Nasdaq Global Select Market Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§203.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 5.07 Submission of Matters to a Vote of Security Holders Final voting results on matters properly brought before the annual meeting of shareholders held on May 2, 2026, are set forth below: Total Outstanding Shares as of Record Date:        155,686,200 Shares Represented at Meeting:                136,442,111 Proposal 1 — Election of Directors For Against Abstain Nancy C. Benacci 122,283,443 484,793 111,258 Linda W. Clement-Holmes 118,042,388 4,653,045 184,054 Dirk J. Debbink 111,327,892 11,440,172 111,422 Steven J. Johnston 119,149,477 3,637,595 92,417 Jill P. Meyer 120,123,150 2,468,666 287,677 David P. Osborn 118,781,639 3,977,605 120,246 Gretchen W. Schar 109,970,562 12,801,800 107,128 Charles O. Schiff 119,725,489 3,098,668 55,333 Douglas S. Skidmore 112,306,913 10,462,210 110,369 Stephen M. Spray 121,928,840 848,249 102,401 John F. Steele, Jr. 118,998,686 3,766,630 114,176 Larry R. Webb 118,825,813 3,935,426 118,250 Edward S. Wilkins 122,305,985 468,952 104,558 Cheng-sheng Peter Wu 122,238,458 533,407 107,626 Proposal 2 — Amend Articles of Incorporation For Against Abstain 116,689,476 6,061,037 128,969 Proposal 3 — Shareholder Proposal for Special Meeting Rights For Against Abstain 33,295,658 89,213,135 369,851 Proposal 4 — Advisory Vote on Executive Compensation For Against Abstain 118,190,863 4,425,146 263,471 Proposal 5 — Ratify Selection of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2026 For Against Abstain 130,166,995 6,131,653 143,463 Item 7.01 Regulation FD Disclosure On May 4, 2026, Cincinnati Financial Corporation issued the attached news release “Cincinnati Financial Corporation Holds Shareholders' and Directors' Meetings.” The news release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. On May 4, 2026, Cincinnati Financial Corporation issued the attached news release “Cincinnati Financial Corporation Declares Regular Quarterly Cash Dividend.” The news release is furnished as Exhibit 99.2 hereto and is incorporated herein by reference. This report should not be deemed an admission as to the materiality of any information contained in the news release. The information furnished in Item 7.01 of this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. Safe Harbor Our business is subject to certain risks and uncertainties that may cause actual results to differ materially from those suggested by forward-looking statements. Any forward-looking statements contained herein, are based upon our current estimates, assumptions and plans that are subject to uncertainty. These statements are made subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words like “seek,” “expect,” “will,” “should,” “could,” “might,” “anticipate,” “believe,” “estimate,” “intend,” “likely,” “future,” or other similar expressions. Forward-looking statements speak only as of the date they were made; we assume no obligation to update such statements. Factors that could cause actual results to differ materially from those expressed in, or implied by, the forward-looking statements include, but are not limited to: Insurance-Related Risks • Risks and uncertainties associated with our loss reserves or actual claim costs exceeding reserves • Increased frequency and/or severity of claims or development of claims that are unforeseen at the time of policy issuance • Unusually high levels of catastrophe losses due to risk concentrations or changes in weather patterns, environmental events, war or political unrest, terrorism incidents, cyberattacks, civil unrest or other causes; and our ability to manage catastrophe risk • Risks associated with analytical models in key areas such as underwriting, pricing, capital management, reserving, investments, reinsurance, and catastrophe risk management • Inadequate estimates or assumptions, or reliance on third-party data used for critical accounting estimates • Events or conditions that could weaken or harm our relationships with our independent agencies and hamper opportunities to add new agencies, resulting in limitations on our opportunities for growth • Mergers, acquisitions, and other consolidations of agencies that result in a concentration of a significant amount of premium in one agency or agency group and/or alter our competitive advantages • Our inability to manage business opportunities, growth prospects, and expenses for our ongoing operations • Changing consumer insurance-buying habits • The inability to obtain adequate ceded reinsurance on acceptable terms, for acceptable amounts, and from financially strong reinsurers; and the potential for nonpayment or delay in payment by reinsurers • Domestic and global events, such as the wars in Ukraine and in the Middle East, future pandemics, inflationary trends, changes in U.S. trade and tariff policy, and disruptions in the banking and financial services industry, resulting in insurance losses, capital market or credit market uncertainty, followed by prolonged periods of economic instability or recession, that lead to: ◦ Securities market disruption or volatility and related effects such as decreased economic activity and continued supply chain disruptions that affect our investment portfolio and book value ◦ Significant or prolonged decline in the fair value of securities and impairment of the assets ◦ Significant decline in investment income due to reduced or eliminated dividend payouts from securities ◦ Significant rise in losses from surety or director and officer policies written for financial institutions or other insured entities or in losses from policies written by Cincinnati Re or Cincinnati Global ◦ An unusually high level of claims in our insurance or reinsurance operations that increase litigation-related expenses ◦ Decreased premium revenue and cash flow from disruption to our distribution channel of independent agents, consumer self-isolation, travel limitations, business restrictions and decreased economic activity ◦ The inability of our workforce, agencies, or vendors to perform necessary business functions Financial, Economic, and Investment Risks • Declines in overall stock market values negatively affecting our equity portfolio and book value • Downgrades in our financial strength ratings • Interest rate fluctuations or other factors that could significantly affect: ◦ Our ability to generate growth in investment income ◦ Values of our fixed-maturity investments and accounts in which we hold bank-owned life insurance contract assets ◦ Our traditional life policy reserves • Economic volatility and illiquidity associated with our alternative investments in private equity, private credit, real property, and limited partnerships • Failure to comply with covenants and other requirements under our credit facilities, senior debt, and other debt obligations • Recession, prolonged elevated inflation, or other economic conditions resulting in lower demand for insurance products or increased payment delinquencies • The inability of our subsidiaries to pay dividends consistent with current or past levels impacting our ability to pay shareholder dividends or repurchase shares General Business, Technology, and Operational Risks • Ineffective information technology systems or failing to develop and implement improvements in technology • Difficulties with technology or data security breaches, including cyberattacks, could negatively affect our, or our agents’, ability to conduct business; disrupt our relationships with agents, policyholders, and others; cause reputational damage, mitigation expenses, data loss, and expose us to liability • Difficulties with our operations and technology that may negatively impact our ability to conduct business, including cloud-based data information storage, data security, remote working capabilities, and/or outsourcing relationships and third-party operations and data security • Disruption of the insurance market caused by technology innovations such as driverless cars that could decrease consumer demand for insurance products • Delays, inadequate data developed internally or from third parties, or performance inadequacies from ongoing development and implementation of underwriting and pricing models and methods, including usage-based insurance methods, automation, artificial intelligence, or technology projects and enhancements expected to increase our efficiency, pricing accuracy, underwriting profit, and competitiveness • Intense competition, and the impact of innovation, emerging technologies, artificial intelligence and changing customer preferences on the insurance industry and the markets in which we operate, could harm our ability to maintain or increase our business volumes and profitability • Inability to defer policy acquisition costs for any business segment if pricing and loss trends would lead management to conclude that the segment could not achieve sustainable profitability • Unforeseen departure of certain executive officers or other key employees that could interrupt progress toward important strategic goals or diminish the effectiveness of certain longstanding relationships with insurance agents and others • Our inability, or the inability of our independent agents, to attract and retain personnel • Events, such as a pandemic, an epidemic, natural catastrophe, or terrorism, which could hamper our ability to assemble our workforce, work effectively in a remote environment, or other failures of business continuity or disaster recovery programs Regulatory, Compliance, and Legal Risks • Actions of insurance departments, state attorneys general or other regulatory agencies, including a change to a federal system of regulation from a state-based system, that: ◦ Impose new obligations on us that increase our expenses or change the assumptions underlying our critical accounting estimates ◦ Place the insurance industry under greater regulatory scrutiny or result in new statutes, rules, and regulations ◦ Restrict our ability to exit or reduce writings of unprofitable coverages or lines of business ◦ Increase assessments for guaranty funds, other insurance‑related assessments, or mandatory reinsurance arrangements; or that impair our ability to recover such assessments through future surcharges or other rate changes ◦ Increase our provision for federal income taxes due to changes in tax laws, regulations, or interpretations ◦ Increase other expenses ◦ Limit our ability to set fair, adequate, and reasonable rates ◦ Restrict our ability to cancel policies ◦ Impose new underwriting standards ◦ Place us at a disadvantage in the marketplace ◦ Restrict our ability to execute our business model, including the way we compensate agents • Adverse outcomes from litigation, environmental claims, mass torts or administrative proceedings, including effects of social inflation and third-party litigation funding on the size and frequency of litigation awards • Events or actions, including unauthorized intentional circumvention of controls, which reduce our future ability to maintain effective internal control over financial reporting under the Sarbanes-Oxley Act of 2002 • Effects of changing social, global, economic, and regulatory environments • Additional measures affecting corporate financial reporting and governance that can affect the market value of our common stock Risks and uncertainties are further discussed in other filings with the Securities and Exchange Commission, including our 2025 Annual Report on Form 10-K, Item 1A, Risk Factors, Page 30. Item 9.01 Financial Statements and Exhibits. (c)     Exhibits Exhibit 99.1 – News release entitled, “Cincinnati Financial Corporation Holds Shareholders' and Directors' Meetings" Exhibit 99.2 – News release entitled, “Cincinnati Financial Corporation Declares Regular Quarterly Cash Dividend" Exhibit 104 –    The cover page from this Current Report on Form 8-K, formatted as Inline XBRL Signature Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CINCINNATI FINANCIAL CORPORATION Date: May 6, 2026 /S/ Thomas C. Hogan Thomas C. Hogan, Esq. Chief Legal Officer, Executive Vice President and Corporate Secretary

Cincinnati Financial Corporation held its annual shareholder meeting on May 2, 2026, where directors were elected with strong shareholder support. Nancy C. Benacci received 122.3 million votes in favor, demonstrating significant confidence in the company's leadership and governance structure.

Cincinnati Financial Corporation held its annual meeting of shareholders on May 2, 2026, where the election of directors took place. Key results included Nancy C. Benacci receiving 122,283,443 votes for and 484,793 against her election. Total shares represented at the meeting were 136,442,111 out of 155,686,200 outstanding shares. This meeting and voting influence the governance and future direction of the company as it continues to drive shareholder engagement. The results reflect significant support for the nominated directors, indicating shareholder confidence in the management team's strategy.

Real-time funding, M&A, exec moves & hiring — the signals that move deals

Cincinnati Financial Corporation

AI Executive Summary

Key Takeaways

Raw Filing Content

Related Filings (3)

Filing Overview

What This Means