| Common stock, par value $2.50 per share | CNA |
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 12, 2025
CNA FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-5823 | 36-6169860 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 151 N. Franklin St., Chicago, Illinois | 60606 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code
(312) 822-5000
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 stock, par value $2.50 per share | “CNA” | New York Stock Exchange NYSE Texas |
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 12, 2025, the registrant closed its previously reported offering of $500 million aggregate principal amount of the registrant’s 5.200% notes due 2035 (the “Notes”). The Notes were offered and sold pursuant to the registrant’s effective shelf registration statement on Form S-3 (File No. 333-284882) and prospectus supplement, dated August 5, 2025.
The foregoing description of the Notes is qualified in its entirety by reference to the complete terms and conditions of the form of the Notes, which is attached hereto as Exhibit 4.1 and incorporated herein by reference. A copy of the opinion and consent of Willkie Farr & Gallagher LLP relating to the legality of the Notes is filed as Exhibit 5.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description |
| 4.1 | Form of 5.200% Note due 2035 |
| 5.1 | Opinion of Willkie Farr & Gallagher LLP, dated August 12, 2025 |
| 23.1 | Consent of Willkie Farr & Gallagher LLP (included as part of Exhibit 5.1) |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2
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.
| Date: August 12, 2025 | CNA Financial Corporation | ||
| (Registrant) | |||
| By: | /s/ Scott R. Lindquist | ||
| (Signature) | |||
| Name: | Scott R. Lindquist | ||
| Title: | Executive Vice President | ||
| Chief Financial Officer | |||