Item 2. Unregistered Sales of Equity Securities
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds and Issuer Repurchases of Equity Securities
Issuer’s Repurchases of Equity Securities
The following table provides information with respect to purchases by Chubb of its Common Shares during the three months ended March 31, 2023:
Period Total Number of
Shares Purchased (1)
Average Price
Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plan (2)
Approximate Dollar Value of Shares that May Yet be Purchased Under the Plan (3)
January 1 through January 31 1,500 $ 226.70 — $ 1.62 billion
February 1 through February 28 2,114,627 $ 212.20 1,865,900 $ 1.22 billion
March 1 through March 31 258,202 $ 215.38 144,500 $ 1.19 billion
Total 2,374,329 $ 212.56 2,010,400
(1) This column represents open market share repurchases and the surrender to Chubb of Common Shares to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees and to cover the cost of the exercise of options by employees through stock swaps.
(2) The aggregate value of shares purchased in the three months ended March 31, 2023 as part of the publicly announced plan was $428 million. Refer to Note 14 to the Consolidated Financial Statements for more information on the Chubb Limited securities repurchase authorizations.
(3) For the period April 1, 2023 through May 1, 2023, we repurchased 215,400 Common Shares for a total of $43 million in a series of open market transactions. As of May 1, 2023, $1.15 billion in share repurchase authorization remained through June 30, 2023.
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ITEM 6. Exhibits
Incorporated by Reference
Exhibit
Number Exhibit Description Form Original
Number Date Filed Filed
Herewith
3.1
Articles of Association of the Company, as amended and restated
8-K 3.1 August 9, 2022
3.2
Organizational Regulations of the Company, as amended
10-K 3.2 February 24, 2023
4.1
Articles of Association of the Company, as amended and restated
8-K 4.1 August 9, 2022
4.2
Organizational Regulations of the Company, as amended
10-K 4.2 February 24, 2023
10.1 *
Form of Performance Ba sed Restr icted Stock Award Terms under the Chubb Limited 201 6 Long-Term Incentive Plan for Swiss Executive Management
X
10.2 *
Form of Performance Based Restricted Stock Award Terms under the Chubb Limited 2016 Long-Term Incentive Plan for Executive Officers
X
10. 3 *
Chubb US Deferred Compensation Plan (as amended and restated effective January 1, 2023)
10-K 10.79 February 24, 2023
22.1
Guaranteed Securities
X
31.1
Certification Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002
X
31.2
Certification Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002
X
32.1
Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
X
32.2
Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
X
101.1 The following financial information from Chubb Limited’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 formatted in Inline XBRL:
(i) Consolidated Balance Sheets at March 31, 2023, and December 31, 2022; (ii) Consolidated Statements of Operations and Comprehensive Income for the three months ended March 31, 2023 and 2022; (iii) Consolidated Statements of Shareholders’ Equity for the three months ended March 31, 2023 and 2022; (iv) Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022; and (v) Notes to Consolidated Financial Statements X
104.1 The Cover Page Interactive Data File formatted in Inline XBRL (The cover page XBRL tags are embedded in the Inline XBRL document and included in Exhibit 101.1)
* Management contract, compensatory plan or arrangement
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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 thereunto duly authorized.
CHUBB LIMITED
(Registrant)
May 2, 2023 /s/ Evan G. Greenberg
Evan G. Greenberg
Chairman and Chief Executive Officer
May 2, 2023 /s/ Peter C. Enns
Peter C. Enns
Executive Vice President and Chief Financial Officer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.