FWP 1 tm2521669d3_fwp.htm FWP

 

Supplementing the Preliminary Prospectus Filed Pursuant to Rule 433
Supplement dated August 4, 2025 Registration Statement No. 333-282482
(To Prospectus dated October 3, 2024) and 333-282482-02

 

$1,250,000,000
Chubb INA Holdings LLC

4.900% Senior Notes due 2035
Fully and Unconditionally Guaranteed by
Chubb Limited

 

Pricing Term Sheet

 

August 4, 2025

 

Issuer:   Chubb INA Holdings LLC
     
Guarantor:   Chubb Limited
     
Ratings (Moody’s / S&P / Fitch)(1):   A2 (Stable) / A (Stable) / A (Stable)
     
Offering Format:   SEC Registered
     
Security Type:   Senior Unsecured Notes
     
Description of Securities:   4.900% Senior Notes due 2035 (the “Notes”)
     
Pricing Date:   August 4, 2025
     
Settlement Date(2):   August 6, 2025 (T+2)
     
Maturity Date:   August 15, 2035
     
Aggregate Principal Amount:   $1,250,000,000
     
Public Offering Price:   99.951% of the principal amount, plus accrued interest from, and including, August 6, 2025, if settlement occurs after that date
     
Coupon (Interest Rate):   4.900%
     
Interest Payment Dates:   Semi-annually on February 15 and August 15, commencing February 15, 2026 (long first interest period)
     
Benchmark Treasury:   UST 4.250% due May 15, 2035
     
Benchmark Treasury Price / Yield:   100-11 / 4.206%
     
Spread to Benchmark Treasury:   +70 basis points
     
Yield to Maturity:   4.906%
     
Optional Redemption:   In each case, as described in the Preliminary Prospectus Supplement
      Make-Whole Call prior to May 15, 2035
(T + 15 basis points)
      Par Call on or after May 15, 2035
     
CUSIP/ISIN:   171239 AM8 / US171239AM89
     
Joint Book-Running Managers:   Citigroup Global Markets Inc.
Goldman Sachs & Co. LLC
Wells Fargo Securities, LLC
Barclays Capital Inc.
HSBC Securities (USA) Inc.
J.P. Morgan Securities LLC
RBC Capital Markets, LLC

 

 

 

 

Co-Managers:   ANZ Securities, Inc.
BNP Paribas Securities Corp.
MUFG Securities Americas Inc.
UBS Securities LLC
BNY Mellon Capital Markets, LLC
Deutsche Bank Securities Inc.
Drexel Hamilton, LLC
ING Financial Markets LLC
Loop Capital Markets LLC
PNC Capital Markets LLC
Scotia Capital (USA) Inc.
Standard Chartered Bank

 

(1)           Note: A security rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating. Each rating is subject to revision or withdrawal at any time by the assigning rating organization.

 

(2)            It is expected that delivery of the notes will be made against payment therefor on or about August 6, 2025, which is the second business day following the date hereof. Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day unless the parties to that trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to the first business day before delivery will be required, by virtue of the fact that the notes initially will settle in T+2, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the notes who wish to trade the notes prior to their date of delivery hereunder should consult their own advisors.

 

The issuer and the guarantor have filed a registration statement (including a prospectus) with the SEC for the offerings to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer or the guarantor has filed with the SEC for more complete information about the issuer, the guarantor and these offerings. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in these offerings will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. at 1-800-831-9146, Goldman Sachs & Co. LLC at 1-866-471-2526 and Wells Fargo Securities, LLC at 1-800-645-3751.

 

This Pricing Term Sheet is not a prospectus for the purposes of Regulation (EU) 2017/1129, including as the same forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended by the European Union (Withdrawal Agreement) Act 2020.

 

No PRIIPs or UK PRIIPs KID – No PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail in EEA or UK.

 

In the UK, this Pricing Term Sheet and any other document or materials relating to the issue of the Notes offered hereby is being distributed only to and is directed only at: (i) persons who are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) high net worth companies, unincorporated associations and other bodies within the categories described in Article 49(2)(a) to (d) of the Order and (iii) any other persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the United Kingdom’s Financial Services and Markets Act 2000, as amended (the “FSMA”)) in connection with the issue or sale of the Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). Any person who is not a relevant person should not act or rely on this Pricing Term Sheet or any of its contents. Any investment or investment activity to which this Pricing Term Sheet relates is available only to relevant persons and will be engaged in only with relevant persons.

 

Any disclaimers or notices that may appear on this Pricing Term Sheet below the text of this legend are not applicable to this Pricing Term Sheet and should be disregarded. Such disclaimers may have been electronically generated as a result of this Pricing Term Sheet being sent via, or posted on, Bloomberg or another electronic mail system.