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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 (Date of earliest event reported) - August 6, 2025

 

 

 

Chubb Limited

(Exact name of registrant as specified in its charter)

 

 

 

Switzerland   1-11778   98-0091805
(State or other jurisdiction of
Incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

Baerengasse 32

CH-8001 Zurich, Switzerland

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: +41 (0)43 456 76 00

 

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):

 

  ¨ 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 240.13e-4(c))

 

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 Shares, par value CHF 0.50 per share   CB   New York Stock Exchange
Guarantee of Chubb INA Holdings LLC 0.875% Senior Notes due 2027   CB/27   New York Stock Exchange
Guarantee of Chubb INA Holdings LLC 1.55% Senior Notes due 2028   CB/28   New York Stock Exchange
Guarantee of Chubb INA Holdings LLC 0.875% Senior Notes due 2029   CB/29A   New York Stock Exchange
Guarantee of Chubb INA Holdings LLC 1.40% Senior Notes due 2031   CB/31   New York Stock Exchange
Guarantee of Chubb INA Holdings LLC 2.50% Senior Notes due 2038   CB/38A   New York Stock Exchange

 

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 8.01. Other Events.

 

On August 4, 2025, Chubb INA Holdings LLC (the “Company”) agreed to sell in a public offering $1,250,000,000 of 4.900% Senior Notes due 2035 (the “Notes”). The Notes will be fully and unconditionally guaranteed by Chubb Limited.

 

Attached as Exhibits 1.1 and 1.2 are copies of the underwriting agreement and terms agreement relating to such public offering. Attached as Exhibits 4.1 and 4.2 are the form of officer’s certificate establishing the Notes and the form of the Notes. Attached as Exhibits 5.1 and 5.2 are certain opinions related to the Notes.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

EXHIBIT INDEX

 

Number Description Method of Filing
1.1* Underwriting Agreement, dated as of August 4, 2025, between Chubb INA Holdings LLC, Chubb Limited and the underwriters named in the related terms agreement Filed herewith
1.2* Terms Agreement, dated as of August 4, 2025, among Chubb INA Holdings LLC, Chubb Limited, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named therein Filed herewith
4.1* Form of Officer’s Certificate related to the 4.900% Senior Notes due 2035 Filed herewith
4.2 Form of Global Note for the 4.900% Senior Notes due 2035 Filed herewith
5.1 Opinion of Bär & Karrer AG Filed herewith
5.2 Opinion of Willkie Farr & Gallagher LLP Filed herewith
23.1 Consent of Bär & Karrer AG Included in Exhibit 5.1
23.2 Consent of Willkie Farr & Gallagher LLP Included in Exhibit 5.2
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)  

 

* Certain exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. Chubb Limited agrees to furnish supplementally a copy of any omitted exhibit to the Securities & Exchange Commission upon request; provided, however, that Chubb Limited may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.

 

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SIGNATURES

 

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.

 

  Chubb Limited
   
  By: /s/ Joseph F. Wayland
    Joseph F. Wayland
    General Counsel

 

DATE: August 6, 2025

 

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