[8-K] CNA Financial Corporation Reports Material Event

Rhea-AI Filing Summary

CNA Financial Corporation entered an underwriting agreement on August 5, 2025 to offer and sell $500 million aggregate principal amount of 5.200% notes due 2035 pursuant to its effective Form S-3 shelf registration (File No. 333-284882). The offering is being underwritten by Wells Fargo Securities, Citigroup Global Markets and J.P. Morgan Securities as representatives of the several underwriters, and the sale is expected to close on August 12, 2025, subject to customary closing conditions. The underwriting agreement is attached as Exhibit 1.1 and the cover page interactive data file as Exhibit 104. The filing does not disclose the use of proceeds or detailed financial impacts.

Positive

• Access to capital markets via a material $500 million offering
• Underwritten by major investment banks (Wells Fargo, Citigroup, J.P. Morgan), indicating standard distribution capacity

Negative

• Creates a fixed interest obligation at a 5.200% coupon through 2035
• Filing does not disclose the use of proceeds or expected impact on leverage and interest expense

Insights

Debt Capital Markets Analyst

TL;DR: CNA is issuing $500M of 5.200% notes due 2035 via an S-3 shelf; routine market financing with limited disclosed detail.

The company has agreed to an underwritten offering of $500 million in long-dated notes carrying a 5.200% coupon and maturing in 2035. The transaction is being distributed by major dealers (Wells Fargo, Citigroup, J.P. Morgan) and expected to close on August 12, 2025. Because the filing does not state use of proceeds or expected capital structure changes, investors cannot fully assess leverage or refinancing effects from this disclosure alone.

Corporate Finance Analyst

TL;DR: This 8-K documents a material underwriting agreement for $500M of notes; disclosure is concise and omits use-of-proceeds specifics.

The report provides the key commercial terms: aggregate principal amount ($500 million), coupon (5.200%) and maturity year (2035), plus the underwriting syndicate and expected closing date. From a finance perspective, the issuance will create a fixed-rate funding obligation through 2035, but the filing does not quantify expected interest expense, anticipated debt ranking, or how proceeds will be applied, limiting assessment of credit or liquidity effects.

false 0000021175 0000021175 2025-08-05 2025-08-05 0000021175 us-gaap:CommonStockMember exch:XCHI 2025-08-05 2025-08-05 0000021175 us-gaap:CommonStockMember exch:XNYS 2025-08-05 2025-08-05 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 5, 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 1.01 Entry into a Material Definitive Agreement.

On August 5, 2025, the registrant entered into an underwriting agreement (“Underwriting Agreement”) with Wells Fargo Securities, LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters listed on Schedule II thereto, relating to the offer and sale of $500 million aggregate principal amount of the registrant’s 5.200% notes due 2035 (the “Notes”). The Notes are being 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 sale of the Notes is expected to close on August 12, 2025, subject to customary closing conditions.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the complete terms and conditions of the Underwriting Agreement, which is attached hereto as Exhibit 1.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
1.1	Underwriting Agreement, dated August 5, 2025, between CNA Financial Corporation and Wells Fargo Securities, LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters listed on Schedule II thereto
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 11, 2025	CNA Financial Corporation
	(Registrant)
	By:	/s/ Stathy Darcy
		(Signature)
		Name:	Stathy Darcy
		Title:	Senior Vice President, Deputy General Counsel and Corporate Secretary

FAQ

What did CNA (CNA) announce in this Form 8-K?

The company entered an underwriting agreement to offer $500 million aggregate principal amount of 5.200% notes due 2035.

When was the underwriting agreement dated and when is the sale expected to close?

The underwriting agreement is dated August 5, 2025, and the sale is expected to close on August 12, 2025, subject to customary closing conditions.

Who are the lead underwriters for the offering?

The offering is being led by Wells Fargo Securities, Citigroup Global Markets, and J.P. Morgan Securities as representatives of the underwriters.

Under what registration is the offering being made?

The Notes are being offered under the company's effective shelf registration on Form S-3 (File No. 333-284882).

Does the filing disclose the use of proceeds from the note sale?

No. The 8-K does not disclose the use of proceeds or detailed financial effects of the issuance.

Where can investors find the underwriting agreement?

The underwriting agreement is attached to the filing as Exhibit 1.1, and the cover page interactive data file is attached as Exhibit 104.