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
| * | 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: May 20, 2026
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