Material Agreement

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