UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) (Zip code)
(
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On February 13, 2026, Rafael Santana notified The Travelers Companies, Inc. (the “Company”) that he will not stand for re-election to the Company’s Board of Directors at the Company’s 2026 Annual Meeting of Shareholders. Mr. Santana’s decision was not due to any disagreement with the Company’s management or Board of Directors.
Mr. Santana will serve out the remainder of his term, which will end at the Company’s 2026 Annual Meeting of Shareholders.
The Company is grateful to Mr. Santana for his years of service on the Board.
Item 7.01 Regulation FD Disclosure.
A copy of the letter received from Mr. Santana is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description | |
| 99.1 | Letter dated February 13, 2026 to The Travelers Companies, Inc. (This exhibit is furnished and not filed.) | |
| 101.1 | Pursuant to Rule 406 of Regulation S-T, the cover page to this Current Report on Form 8-K is formatted in Inline XBRL. | |
| 104.1 | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101.1.) |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, The Travelers Companies, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 17, 2026 | THE TRAVELERS COMPANIES, INC. | |
| By: | /s/ Christine K. Kalla | |
Name: Christine K. Kalla | ||
| Title: Executive Vice President and General Counsel | ||
3
Exhibit 99.1
![]() |
|
| Rafael Santana | |
| President and CEO | |
February 13th, 2026
Alan D. Schnitzer
Chairman and Chief Executive Officer
The Travelers Companies, Inc.
485 Lexington Avenue
New York, New York 10017
Dear Alan,
This is to confirm that I’ve made the difficult decision not to stand for reelection to the Travelers board in May 2026.
With the current opportunities and demand at Wabtec, and the travel and time commitments they require, I don’t believe I can continue to support Travelers at the level it deserves while fully meeting my responsibilities.
I’ve really enjoyed being on the Board. Travelers is a first-class company. The culture is special, the strategy is clear, and you and the team run it the right way.
I look forward to staying in touch.
| Best Regards, | |
| /s/ Rafael Santana | |
| Rafael Santana |