Item 5. Other Information
ITEM 5. Other Information
On March 19, 2025 , John J. Lupica , Vice Chairman; Executive Chairman, North America Insurance , adopted a "Rule 10b5-1 trading arrangement" as defined in Item 408 of SEC Regulation S-K. The arrangement is scheduled to expire on September 30, 2025 , subject to earlier termination in accordance with its terms. The aggregate number of Chubb common shares authorized to be sold pursuant to the trading arrangement is 57,674 .
During the three months ended March 31, 2025, no other director or officer of Chubb (as defined in Rule 16a-1(f) under the Exchange Act) informed us of the adoption or termination of a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as those terms are defined in Item 408 of SEC Regulation S-K.
On February 27, 2025, the Board of Directors (Board) amended Section 2.2.1(d) of the Organizational Regulations of Chubb Limited. The amendment reflects that the Board’s Compensation Committee is responsible for recommending to the Board the aggregate amount of director compensation to be submitted for shareholder vote at Chubb’s annual general meeting of shareholders. This role had previously been the responsibility of the Board’s Nominating & Governance Committee. A copy of the amended and restated Organizational Regulations is attached hereto as Exhibit 3.2 and incorporated herein by reference.
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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 March 10, 2025
3.2
Organizational Regulations of the Company, as amended
10-K 3.2 February 27, 2025
4.1
Articles of Association of the Company, as amended and restated
8-K 4.1 March 10, 2025
4.2
Organizational Regulations of the Company, as amended
10-K 4.2 February 27, 2025
10.1 *
Outside Directors Compensation Parameters
10-K 10.6 February 27, 2025
22.1
Guaranteed Securities
10-K 22.1 February 27, 2025
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, 2025, formatted in Inline XBRL:
(i) Consolidated Balance Sheets at March 31, 2025, and December 31, 2024; (ii) Consolidated Statements of Operations and Comprehensive Income for the three months ended March 31, 2025 and 2024; (iii) Consolidated Statements of Shareholders’ Equity for the three months ended March 31, 2025 and 2024; (iv) Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024; 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)
April 28, 2025 /s/ Evan G. Greenberg
Evan G. Greenberg
Chairman and Chief Executive Officer
April 28, 2025 /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.