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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) – May 20, 2026
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 May 18, 2026, Chubb INA Holdings LLC (the “Company”)
agreed to sell in a public offering $1,000,000,000 of 5.300% Senior Notes due 2036 (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 May 18, 2026, 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 May 18, 2026, among Chubb INA Holdings LLC, Chubb
Limited, Barclays Capital Inc. and Wells Fargo Securities, LLC, as representatives of the underwriters named therein
Filed herewith
4.1*
Form of Officer’s Certificate related to the 5.300% Senior Notes due 2036
Filed herewith
4.2
Form of Global Note for the 5.300% Senior Notes due 2036
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.
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: May 20, 2026