Chubb EVP reports tax withholding and share forfeiture

Chubb Ltd Executive Vice President Joseph F. Wayland reported two non-market transactions in Common Shares.

Accepted by SEC EDGAR 05/26/2026 - 04:20 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Chubb Ltd Executive Vice President Joseph F. Wayland reported two non-market transactions in Common Shares. On May 21, 2026, 12,164 shares were withheld to cover tax liabilities, and 1,797 restricted shares were forfeited due to only partial satisfaction of performance-based criteria under the 2016 Long-Term Incentive Plan.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Wayland Joseph F

Role Executive Vice President and*

Type	Security	Shares	Price	Value
Disposition	Common Shares	1,797	$0.00	$0.00
Exercise Price or Tax Liability	Common Shares	12,164	$330.26	$4.02M

Holdings After Transaction: Common Shares — 42,251.354 shares (Direct)

Holdings Before and After: Common Shares, 56,212.354 to 42,251.354 shares (Direct)

Footnotes (2)

1. F1. Represents the amount of restricted stock forfeited due to partial satisfaction of certain performance based criteria of restricted stock awarded pursuant to the Chubb Limited 2016 Long-Term Incentive Plan.
2. F2. Common Shares being withheld in order to pay tax liability.

Key Figures

Tax-withheld shares: 12,164 shares Tax-withholding price: $330.26 per share Forfeited restricted shares: 1,797 shares +2 more

5 metrics

Tax-withheld shares 12,164 shares Common Shares withheld to pay tax liability, May 21, 2026

Tax-withholding price $330.26 per share Price per Common Share for 12,164-share tax-withholding disposition

Forfeited restricted shares 1,797 shares Restricted stock forfeited due to partial performance satisfaction

Disposition transactions 2 transactions Non-derivative disposals reported, both non-market events

Tax-withholding total 12,164 shares TaxWithholdingShares from transaction summary

Key Terms

restricted stock, performance based criteria, tax liability, Disposition to issuer, +1 more

5 terms

restricted stock financial

"Represents the amount of restricted stock forfeited due to partial satisfaction"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

performance based criteria financial

"forfeited due to partial satisfaction of certain performance based criteria"

tax liability financial

"Common Shares being withheld in order to pay tax liability"

Disposition to issuer financial

"transaction_action": "issuer disposition","transaction_code_description": "Disposition to issuer"

Long-Term Incentive Plan financial

"awarded pursuant to the Chubb Limited 2016 Long-Term Incentive Plan"

A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Chubb (CB) executive Joseph F. Wayland report in this Form 4?

Joseph F. Wayland reported two non-market dispositions of Chubb common shares. Shares were withheld to cover tax liabilities and restricted stock was forfeited after only partial satisfaction of performance-based criteria under the 2016 Long-Term Incentive Plan.

How many Chubb (CB) shares were withheld for taxes in Wayland’s Form 4?

The filing shows 12,164 Chubb common shares were withheld to pay tax liabilities. This tax-withholding disposition is coded as an F transaction and is not an open-market sale or purchase of shares by the executive.

Why were restricted Chubb (CB) shares forfeited in Wayland’s Form 4?

The Form 4 states that restricted stock was forfeited because only part of the performance-based criteria was satisfied. This affected 1,797 shares awarded under the Chubb Limited 2016 Long-Term Incentive Plan and is coded as a disposition to the issuer.

Were any open-market purchases or sales of Chubb (CB) shares reported?

No open-market purchases or sales were reported in this Form 4. The filing shows only a tax-withholding disposition and a forfeiture of restricted stock, both compensation-related and not regular market trading transactions.

What do the F and D transaction codes mean in this Chubb (CB) Form 4?

Code F indicates shares delivered to cover exercise price or tax obligations, here used for tax withholding. Code D represents a disposition to the issuer, which in this case reflects forfeiture of restricted stock back to Chubb.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Wayland Joseph F

(Last) (First) (Middle)

THE CHUBB BUILDING

17 WOODBOURNE AVENUE

(Street)

HAMILTON BERMUDA HM 08

(City) (State) (Zip)

BERMUDA

(Country)

2. Issuer Name and Ticker or Trading Symbol
Chubb Ltd [ CB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President and*

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	05/21/2026		D(1)		1,797	D	$0	54,415.354	D
Common Shares	05/21/2026		F(2)		12,164	D	$330.26	42,251.354	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the amount of restricted stock forfeited due to partial satisfaction of certain performance based criteria of restricted stock awarded pursuant to the Chubb Limited 2016 Long-Term Incentive Plan.

2. Common Shares being withheld in order to pay tax liability.

Remarks:

*General Counsel

	/s/ Samantha Froud, Attorney-in-Fact	05/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)