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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): September 24, 2026
AMERICAN INTERNATIONAL GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
1-8787 |
|
13-2592361 |
(State
or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS
Employer Identification No.) |
1271 Avenue of the Americas
New York, New York 10020
(Address of principal executive offices)
Registrant’s
telephone number, including area code: (212)
770-7000
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 |
AIG |
New York Stock Exchange |
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. ¨
Section 8 – Other Events
Item 8.01. Other Events.
On September 24, 2026, American International
Group, Inc. (“AIG”) closed the sale of €625,000,000 aggregate principal amount of its 4.250% Notes Due 2031 (the
“2031 Notes”) and €500,000,000 aggregate principal amount of its 4.750% Notes Due 2036 (the “2036 Notes”
and, together with the 2031 Notes, the “Notes”).
The following documents relating to the sale of
the Notes are filed as exhibits to this Current Report on Form 8-K and are incorporated into this Item 8.01 by reference:
| • | Underwriting Agreement, dated September 15, 2026, between AIG and Deutsche Bank AG, London Branch, J.P. Morgan Securities plc,
BNP PARIBAS and Citigroup Global Markets Limited, as representatives of the several underwriters named in Schedule I thereto, relating
to the Notes; |
| • | Forty-Eighth Supplemental Indenture, dated September 24, 2026, between AIG and The Bank of New York Mellon, as Trustee, relating
to the 2031 Notes; |
| • | Forty-Ninth Supplemental Indenture, dated September 24, 2026, between AIG and The Bank of New York Mellon, as Trustee, relating
to the 2036 Notes; |
| • | Form of the 2036 Notes; and |
| • | Opinion of Sullivan & Cromwell LLP, dated September 24, 2026, as to the validity of the Notes. |
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 1.1 |
Underwriting Agreement, dated September 15, 2026, between AIG and Deutsche Bank AG, London Branch, J.P. Morgan Securities plc, BNP PARIBAS and Citigroup Global Markets Limited, as representatives of the several underwriters named in Schedule I thereto, relating to the Notes |
| 4.1 |
Forty-Eighth Supplemental Indenture, dated September 24, 2026, between AIG and The Bank of New York Mellon, as Trustee, relating to the 2031 Notes |
| 4.2 |
Forty-Ninth Supplemental Indenture, dated September 24, 2026, between AIG and The Bank of New York Mellon, as Trustee, relating to the 2036 Notes |
| 4.3 |
Form of the 2031 Notes (included in Exhibit 4.1) |
| 4.4 |
Form of the 2036 Notes (included in Exhibit 4.2) |
| 5.1 |
Opinion of Sullivan & Cromwell LLP, dated September 24, 2026, as to the validity of the Notes |
| 23.1 |
Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1) |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
EXHIBIT INDEX
| Exhibit No. |
Description |
| 1.1 |
Underwriting Agreement, dated September 15, 2026, between AIG and Deutsche Bank AG, London Branch, J.P. Morgan Securities plc, BNP PARIBAS and Citigroup Global Markets Limited, as representatives of the several underwriters named in Schedule I thereto, relating to the Notes |
| 4.1 |
Forty-Eighth Supplemental Indenture, dated September 24, 2026, between AIG and The Bank of New York Mellon, as Trustee, relating to the 2031 Notes |
| 4.2 |
Forty-Ninth Supplemental Indenture, dated September 24, 2026, between AIG and The Bank of New York Mellon, as Trustee, relating to the 2036 Notes |
| 4.3 |
Form of the 2031 Notes (included in Exhibit 4.1) |
| 4.4 |
Form of the 2036 Notes (included in Exhibit 4.2) |
| 5.1 |
Opinion of Sullivan & Cromwell LLP, dated September 24, 2026, as to the validity of the Notes |
| 23.1 |
Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1) |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| |
AMERICAN INTERNATIONAL GROUP, INC.
(Registrant) |
| |
|
| Date: September 24, 2026 |
By: |
/s/ Christopher Arana |
| |
|
Name: |
Christopher Arana |
| |
|
Title: |
Deputy Corporate Secretary |
