cinf-20260302

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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[ ] Soliciting Material Pursuant to Section 240.14a-12

CINCINNATI FINANCIAL CORPORATION

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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March __, 2026

To the Shareholders of Cincinnati Financial Corporation:

You are cordially invited to attend the Annual Meeting of Shareholders of Cincinnati Financial Corporation, which will take place at 9:30 a.m. on Saturday, May 2, 2026, at the Cincinnati Art Museum, 953 Eden Park Drive, Cincinnati, Ohio 45202. The business to be conducted at the meeting includes:

1.Electing 14 directors for one-year terms;

2.Voting on Amended and Restated Articles of Incorporation;

3.Voting on a nonbinding shareholder proposal, if properly presented;

4.Voting on a nonbinding proposal to approve compensation for the company’s named executive officers;

5.Ratifying the selection of Deloitte & Touche LLP as the company’s independent registered public accounting firm for 2026; and

6.Transacting such other business as may properly come before the meeting.

Shareholders of record at the close of business on March 4, 2026, are entitled to vote at the meeting.

Whether or not you plan to attend the meeting, please cast your vote as promptly as possible. We encourage convenient online voting, which saves you and your company significant postage and processing costs. If you prefer, you may submit your vote by telephone or by mail. Detailed voting instructions can be found in the Frequently Asked Questions section on Page 77 of this proxy statement.

Thank you for your interest and participation in the affairs of the company.

/S/ Thomas C. Hogan

Thomas C. Hogan, Esq.

Chief Legal Officer, Executive Vice President and Corporate Secretary

This proxy statement, the 2026 Annual Letter to Shareholders and voting instructions were first made available to Cincinnati Financial Corporation shareholders on____ .

Table of Contents


Proxy Summary			3
2026 Annual Meeting of Shareholders			3
Voting Matters and Board Recommendations			3
Recent Governance Improvements			4
Our Governance Practices			4
Director Nominees			6
2025 Executive Compensation Highlights			7
Security Ownership of Principal Shareholders and Management			8
Delinquent Section 16(a) Reports			10
Information About the Board of Directors			11
Proposal 1 - Election of Directors			11
Nominees for Directors for Terms of Office Continuing until 2027			11
Committees of the Board and Meetings			20
Compensation of Non-Employee Directors			22
Governance of Your Company			24
Governance Policies and Practices			24
Certain Relationships and Transactions			28
Proposal 2 - Voting on Amended and Restated Articles of Incorporation			30
Proposal 3 - Voting on Nonbinding Shareholder Proposal, if properly presented			31
Compensation of Named Executive Officers			34
Proposal 4 - Say-on-Pay: Advisory Vote on Compensation of Named Executive Officers			34
Report of the Compensation Committee			35
Compensation Committee Interlocks and Insider Participation			35
Compensation Discussion and Analysis			35
Audit-Related Matters			74
Proposal 5 - Ratifying the Selection of the Independent Registered Public Accounting Firm			74
Report of the Audit Committee			74
Fees Billed by the Independent Registered Public Accounting Firm			76
Services Provided by the Independent Registered Public Accounting Firm			76
Frequently Asked Questions			77
Conclusion			80
Shareholder Proposals, Director Nominations and Important Dates			80
Cost of Solicitation			81
Other Business			81
Appendix A - Definitions of Non-GAAP Information and Reconciliation to Comparable GAAP Measures			82
Appendix B - Amended and Restated Articles of Incorporation			86

Page 2

Proxy Summary

This summary highlights information contained elsewhere in this proxy statement. It does not contain all of the information that you should consider before voting. Please read the entire proxy statement, and for more complete information about the company’s 2025 performance, please review the company’s 2025 Annual Report on Form 10-K.

2026 Annual Meeting of Shareholders

Date and Time: May 2, 2026, 9:30 a.m. ET

Location: Cincinnati Art Museum

953 Eden Park Drive

Cincinnati, Ohio 45202

Record Date: March 4, 2026

A listen-only webcast will also be available to the public at investors.cinfin.com.

Voting Matters and Board Recommendations


			Our Board’s Recommendation
Election of Directors (Page 11)			FOR Each Director Nominee
Amended and Restated Articles of Incorporation (Page 30)			FOR
Nonbinding Shareholder Proposal, if properly presented (Page 31)			AGAINST
Advisory Vote to Approve Executive Compensation (Page 34)			FOR
Ratification of Auditors (Page 74)			FOR

Page 3

Recent Governance Improvements

Shareholder Rights

In 2025, in support of enhancing shareholder rights, the board adopted amendments to the company's Articles of Incorporation to replace supermajority voting requirements with simple majority vote requirements. Shareholders approved the board's action at the 2025 Annual Meeting of Shareholders. In 2026, in response to shareholder feedback and to better align with market practice, the board adopted another amendment to the company's Articles of Incorporation to reduce the ownership threshold required to call a special shareholder meeting from fifty (50) percent to twenty-five (25) percent and is asking for shareholder approval of Proposal 2 at the 2026 Annual Meeting of Shareholders. These recent amendments underscore a deliberate focus by the board on ensuring shareholder rights that are meaningful and appropriately balanced.

Board Refreshment

In 2025, the board added another independent director, Edward S. Wilkins, CPA, who is an expert in audit analytics and who serves as an adjunct professor at Vanderbilt University's Owen Graduate School of Management while also advising Rutgers' Continuous Auditing and Reporting Lab. The board is now comprised of 14 directors, of which more than 71% are independent and over 35% are diverse based on gender and/or race and ethnicity. Importantly, the appointment of six new directors since 2019 is a reflection of the board's commitment to the infusion of new and diverse skill sets. Four of these more recently appointed directors are independent. The average tenure of our 10 independent directors is

12 years.

Our Governance Practices

Cincinnati Financial is committed to strong corporate governance. We believe that strong governance builds trust and promotes the long-term interests of our shareholders. Highlights of our corporate governance practices include:

Board Governance Practices

•Board composition that reflects diversity of skills, expertise, experience and backgrounds.

•Strong board oversight of enterprise risk.

•Fully independent audit, compensation and nominating committees.

•Separation of roles of chairman and chief executive officer (CEO).

•Strong and engaged independent lead director.

•Robust stock ownership guidelines for directors at five times annual cash meeting fees.

•Code of Conduct applicable to directors, officers and company associates.

•Annual evaluation of the CEO by the non-employee directors, led by the chair of the compensation committee.

•Annual board and committee self-assessments.

•Regular executive sessions of the non-employee directors at the board and committee level.

•High degree of board interaction with management to ensure successful oversight and succession planning.

•Responsive to shareholder feedback.

•Mandatory retirement age for directors.

Page 4

Shareholder Rights and Engagement

•All directors are elected annually with a simple majority standard for all uncontested director elections and by plurality in contested director elections.

•Common stock is the only class of shares outstanding.

•No poison pill.

•Simple majority voting standards.

•Shareholders have the right to call a special meeting.

•Regular engagement with shareholders to understand their perspectives and concerns on a broad array of topics, including financial performance, corporate governance, executive compensation, risk management and sustainability matters.

•Comprehensive sustainability reporting, including a Sustainability Report, Sustainability Data Sheet, SASB Report, and Task Force on Climate-Related Financial Disclosures Report.

•Proxy access for director nominees, enabling a shareholder, or group of up to 20 shareholders holding 3% of the company's common shares for at least three years, to nominate candidates for the greater of two seats or 20% of the board nominees.

Compensation Governance

•Heavy majority of named executive officer (NEO) compensation is performance-based and at-risk, with no guaranteed bonus or salary increase.

•Robust stock ownership guidelines of five times salary for the CEO and three and a half times salary for the other NEOs.

•Prohibition on all hedging of Cincinnati Financial securities by directors, officers and all company associates.

•No tax gross-up payments to executives.

•Annual shareholder advisory approval of executive compensation program.

•Annual compensation risk assessment performed by the company's chief risk officer.

•Compensation clawback provisions including a Policy For The Recovery Of Erroneously Awarded Compensation incorporated into grants of incentive compensation under shareholder-approved compensation plans.

•Double-trigger acceleration provisions for vesting of plan-based compensation in the event of a change in control.

Page 5

Director Nominees

The following table provides summary information about each director nominee. Complete information about each director’s background and experience begins on Page 11. Each director stands for election annually.

Name

Age

Primary Occupation

Independent

Committee Memberships

Other Public Company Boards

Nancy C. Benacci

Head of Equity Research (Retired), KeyBanc Capital Markets

A, I

Linda W.
Clement-Holmes

Chief Information Officer (Retired),
The Procter & Gamble Company

SEC Form PRE 14A filed by Cincinnati Financial Corporation