CINF 8-K
Cincinnati Financial Corp (CINF)
8-K
2026-09-28
For: 2026-09-25
View Original
Added on
September 28, 2026
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: September 25, 2026
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code: (513 ) 870-2000
N/A
(Former name or former address, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§203.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ 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 Material Definitive Agreements.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On September 25, 2026, Cincinnati Financial Corporation and CFC Investment Company, a subsidiary of Cincinnati Financial Corporation (Borrowers) entered into an Expiration Date Extension ("2026 Extension") for the Credit Agreement, dated October 10, 2025, with and among Fifth Third Bank, N.A. as Administrative Agent, Joint Lead Arranger, and Sole Bookrunner (“Fifth Third”), The Huntington National Bank as Joint Lead Arranger, and the other Lenders party thereto (the “2025 Credit Facility”). The 2026 Extension changes the Expiration Date of the Credit Agreement to October 10, 2031, which is a one-year extension of the prior expiration.
Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the 2025 Credit Facility. All other terms and conditions of the 2025 Credit Facility are unchanged and remain in full force and effect. The foregoing description of the 2026 Extension does not purport to be complete and is qualified in its entirety by the full terms of the 2025 Credit Facility, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit 10.1 – Credit Agreement dated October 10, 2025, by and among Cincinnati Financial Corporation and CFC Investment Company as borrowers, Fifth Third Bank, N.A. as administrative agent, and the other Lenders party thereto (incorporated by reference to Exhibit 10.1 filed with the company's Current Report on Form 8-K filed on October 10, 2025)
Exhibit 10.2 – Expiration Date Extension, dated September 25, 2026, by and among Cincinnati Financial Corporation and CFC Investment Company as borrowers, Fifth Third Bank, N.A. as administrative agent, and the other Lenders party thereto.
Exhibit 104 – The cover page from this Current Report on Form 8-K, formatted as Inline XBRL
Signature
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.
| CINCINNATI FINANCIAL CORPORATION | |||||
| Date: September 28, 2026 | /S/ Michael J. Sewell | ||||
| Michael J. Sewell, CPA | |||||
| Chief Financial Officer, Executive Vice President and Treasurer | |||||
| (Principal Accounting Officer) | |||||
Expiration Date Extension Letter (Cincinnati Financial 2026) 4897-2856-4682 v5.doc 10000622 September 25, 2026 Cincinnati Financial Corporation 6200 S. Gilmore Road Fairfield, Ohio 45014 Attn: Michael J. Sewell and Michael A. Burke, Esq. Re: Expiration Date Extension Ladies and Gentlemen: Reference is made herein to that certain Credit Agreement, dated as of October 10, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CINCINNATI FINANCIAL CORPORATION and CFC INVESTMENT COMPANY, as Borrowers, the Lenders party thereto, and FIFTH THIRD BANK, NATIONAL ASSOCIATION, as Administrative Agent. All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement. Pursuant to a letter agreement dated August 19, 2026 from Borrowers to Administrative Agent, and in accordance with Section 2.13 of the Credit Agreement, the Borrowers have heretofore requested a one-year extension of the Expiration Date under the Credit Agreement from October 10, 2030 to October 10, 2031 (the “Specified Extension”). Effective as of the date hereof and upon payment of the Extension Fee set forth below, the undersigned acknowledge and agree that the Specified Extension is granted and the Expiration Date under the Credit Agreement is October 10, 2031 (or such later date as determined in accordance with Section 2.13 of the Credit Agreement). For the avoidance of doubt, the undersigned agree there shall only be one additional extension available under Section 2.13 of the Credit Agreement following effectiveness of the Specified Extension. In connection with the Specified Extension, the Borrowers agree to pay to each Lender, an extension fee (the “Extension Fee”) in an amount equal to 0.015% of each Lender’s Commitment as in effect on the date hereof. The Extension Fee is due and payable on the date hereof and fully earned when due, shall not be refundable for any reason whatsoever, shall be in addition to any other fees, costs, and expenses payable pursuant to the Credit Agreement or any other Loan Document, shall be paid in immediately available funds, and shall not be subject to reduction by way of setoff or counterclaim. Each Lender reserves the right, in its sole discretion,
to share all or any portion of the fees payable to it pursuant to this letter with any of its affiliates or any other Lender. In order to induce the Lenders to grant the Specified Extension, Borrowers hereby certify that as of the date hereof: (i) all representations and warranties contained in Section 5 of the Credit Agreement are true and correct in all material respects and (ii) no Default or Event of Default has occurred or is continuing or would result after giving effect hereto. Except as specifically modified hereby, all of the terms and conditions of the Credit Agreement and the other Loan Documents stand and remain in full force and effect. This letter shall be effective upon the execution and delivery hereof by the Borrowers, the Administrative Agent and the Lenders. This letter may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this letter by telecopy, emailed pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this letter. This letter shall be governed by and construed in accordance with the Laws of the State of Ohio without regard to is conflict of laws principles. [Remainder of Page Intentionally Left Blank]
[Signature Page to Letter re: Expiration Date Extension (Cincinnati Financial)] Very truly yours, FIFTH THIRD BANK, NATIONAL ASSOCIATION, as Administrative Agent and Lender By: ____________________________________ Name: _______________________________ Title: ________________________________ /S/ Michael J Schaltz Michael J Schaltz, Jr. Managing Director & SVP
[Signature Page to Letter re: Expiration Date Extension (Cincinnati Financial)] The letter agreement is accepted and agreed to as of the date first written above: BORROWERS: CINCINNATI FINANCIAL CORPORATION By: Name: Title: CFC INVESTMENT COMPANY By: Name: Title: /S/ Michael J. Sewell Mike Sewell CFO /S/ Michael J. Sewell Mike Sewell CFO
[Signature Page to Letter re: Expiration Date Extension (Cincinnati Financial)] THE HUNTINGTON NATIONAL BANK, as Lender By: Name: Title: /S/ Tim Wiegand Tim Wiegand Managing Director
[Signature Page to Letter re: Expiration Date Extension (Cincinnati Financial)] U.S. BANK NATIONAL ASSOCIATION, as Lender By: Name: Title: /S/ Patrick Villani Patrick Villani Vice President
[Signature Page to Letter re: Expiration Date Extension (Cincinnati Financial)] KEYBANK NATIONAL ASSOCIATION, as Lender By: Name: Title: /S/ Michael G Kousaie Michael G Kousaie Senior Vice President