Chubb Ltd — Capital/Financing Update 2025

Mar 10, 2025

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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): March 7, 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

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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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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. ¨

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On March 7, 2025, the Board of Directors of Chubb Limited (the “Company”) completed a share capital reduction of CHF 3,759,282.50, by means of cancellation of 7,518,565 treasury shares, par value CHF 0.50 per share, repurchased by the Company in 2024. The capital reduction became effective upon registration with the Commercial Register of the Canton of Zurich, Switzerland, and was completed pursuant to and in accordance with the capital band provision for authorized share capital increases and reductions by the Board of Directors set forth in the Company’s Articles of Association that was approved by shareholders at the Company’s 2024 annual general meeting.

Article 3 of the Company’s Articles of Association was amended to effect the share capital reduction, reflecting the change in share capital from CHF 209,812,993, divided into 419,625,986 registered shares, to CHF 206,053,710.50, divided into 412,107,421 registered shares.

A copy of the amended Articles of Association is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
3.1	Articles of Association of the Company as amended
4.1	Articles of Association of the Company as amended (Incorporated by reference to Exhibit 3.1)
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

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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: March 10, 2025

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