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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 10, 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
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. ¨
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On March 10, 2026, the Board of Directors of Chubb Limited (the “Company”) completed a share capital reduction of CHF 5,993,287, by means of cancellation of 11,986,574 treasury shares, par value CHF 0.50 per share, repurchased by the Company in 2025. 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.
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 206,053,710.50, divided into 412,107,421 registered shares, to CHF 200,060,423.50, divided into 400,120,847 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 |
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) |
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 11, 2026
