森特理克美股招股说明书(2025-08-06版)

CNA Financial Corporation $500,000,000 5.200% Notes due 2035 We will pay interest on the notes semi-annually on February 15 and August 15 of each year, beginningonFebruary15, 2026. The notes will mature on August 15, 2035. We may redeem any or all of the notes atany time at the applicable redemption price as described in this prospectus supplement. The notes represent our unsecured and unsubordinated debt and will rank equally with all our otherunsecured and unsubordinated indebtedness. The notes will be issued only in registered form indenominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes are a new issue of securities with no established trading market. We do not intend to apply tolist the notes for trading on any securities exchange or to arrange for quotation on any automated dealerquotation system. Investing in the notes involves risks. See “Risk Factors” beginning on pageS-4and in ourAnnual Reporton Form10-K for the year ended December31, 2024, which is incorporated herein by reference. Per NoteTotalPublic Offering Price99.722$498,610,000Underwriting Discount0.650$3,250,000Proceeds, before Expenses, to CNA Financial Corporation99.072$495,360,000(1)%%% (1)Plus accrued interest from August 12, 2025, if settlement occurs after that date. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement orthe accompanying prospectus. Any representation to the contrary is a criminal offense. The notes will be ready for delivery in book-entry form through the facilities of The Depository TrustCompany and its participants, including Euroclear Bank SA/NV and Clearstream Banking S.A., on or aboutAugust12, 2025. Joint Book-Running Managers Wells Fargo SecuritiesBarclays J.P. MorganUS Bancorp CitigroupBofASecurities Co-Managers Ramirez & Co., Inc. Academy Securities The date of this prospectus supplement is August 5, 2025. We have not, and the underwriters have not, authorized any other person to provide you with anyinformation other than that contained in or incorporated by reference into this prospectus supplement, theaccompanying prospectus or in any related free writing prospectus issued or authorized by us. We and theunderwriters take no responsibility for, and can provide no assurance as to the reliability of, any otherinformation that others may give you. We are not, and the underwriters are not, making an offer of thesesecurities in any jurisdiction where the offer or sale is not permitted. The information which appears in thisprospectus supplement, the accompanying prospectus and any document incorporated by reference, and anyrelated free writing prospectus issued or authorized by us, may only be accurate as of their respective dates.Our business, financial condition, results of operations and prospects may have changed since the dates ofsuch information. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiWHERE YOU CAN FIND MORE INFORMATIONS-iiFORWARD-LOOKING STATEMENTSS-iiiSUMMARYS-1RISK FACTORSS-4USE OF PROCEEDSS-7CAPITALIZATIONS-8DESCRIPTION OF NOTESS-9MATERIAL U.S. INCOME TAX CONSEQUENCESS-17CERTAIN CONSIDERATIONS FOR ERISA AND OTHER U.S. BENEFIT PLANSS-21UNDERWRITING (CONFLICTS OF INTEREST)S-23LEGAL MATTERSS-28EXPERTSS-28 PROSPECTUS PageABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION1THE CNA COMPANIES2FORWARD-LOOKING STATEMENTS2RISK FACTORS3USE OF PROCEEDS3SECURITIES TO BE OFFERED3DESCRIPTION OF THE DEBT SECURITIES4DESCRIPTION OF JUNIOR DEBT SECURITIES14DESCRIPTION OF COMMON STOCK20DESCRIPTION OF PREFERRED STOCK21DESCRIPTION OF DEPOSITARY SHARES24DESCRIPTION OF WARRANTS26DESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE UNITS27PLAN OF DISTRIBUTION28CERTAIN CONSIDERATIONS FOR ERISA AND OTHER U.S. BENEFIT PLANS29VALIDITY OF SECURITIES30EXPERTS30 ABOUT THIS PROSPECTUS SUPPLEMENT All references to “CNA,” “we,” “our” or “us” in this prospectus supplement or the accompanyingprospectus are to CNA Financial Corporation and its subsidiaries. This document is in two parts. The first part is this prospectus supplement, which describes the specificterms of this offering and certain other matters. The second part, the accompanying prospectus, gives moregeneral information about us and the notes offered hereby. Generally, when we refer to the prospectus, weare referring to both parts of this document combined. To the extent the description of the notes in thisprospectus supplement differs from the description of the notes in the accompanying prospectus, you shouldrely on the information in this prospectus supplement. WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and special reports, proxy statements and other information with theSecurities and Exchange Commission (the “SEC”). Our SEC filings are available to the public over theInternet at the SEC’s website at http://www.s