[8-K] CNA Financial Corporation Reports Material Event

Rhea-AI Filing Summary

CNA Financial Corporation closed an offering of $500 million aggregate principal amount of its 5.200% notes due 2035. The Notes were offered and sold pursuant to the registrant's effective shelf registration statement on Form S-3 and a prospectus supplement. The transaction establishes fixed-rate long-term debt with a 5.200% coupon payable through maturity in 2035.

The filing attaches the complete terms of the Notes as Exhibit 4.1 and includes a legal opinion and consent from Willkie Farr & Gallagher LLP as Exhibit 5.1 and Exhibit 23.1, respectively. The brief disclosure reserves the full contractual detail to the attached exhibits.

Insights

Debt Capital Markets Analyst

TL;DR: CNA issued $500M of 5.200% notes maturing 2035 under its S-3 shelf; documentation and legal opinions are filed.

The filing reports a straightforward capital markets transaction: $500 million of fixed-rate notes with a 5.200% coupon and 2035 maturity. The use of an effective Form S-3 shelf and the inclusion of the form of note and counsel opinion indicate a standard registered offering with customary legal clearance. Without additional balance-sheet context in the filing, this appears to be routine debt financing rather than a restructuring or covenant event.

Corporate Finance Specialist

TL;DR: The company increased long-term debt by $500M at a fixed 5.200% rate; investors should review Exhibit 4.1 for exact covenants and terms.

The filing provides the material facts of the issuance and directs investors to the form of the Notes and legal opinion filed as exhibits. Key items disclosed are the aggregate principal amount, coupon rate, and maturity year. The documentation placement in Exhibits 4.1 and 5.1 is consistent with transparent disclosure practices for a registered debt offering.

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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