[8-K] American International Group, Inc. Reports Material Event

Rhea-AI Filing Summary

Insider Form 4 snapshot

On 07/18/2025, Enovix Corporation (ENVX) President & CEO Raj Talluri disclosed a Code F transaction: 17,618 common shares were withheld by the issuer at $15.54 to cover taxes due on the vesting of restricted stock units (RSUs). No open-market trade or cash proceeds were involved.

After the tax-related disposition, Talluri’s direct beneficial ownership stands at 2,382,253 shares, of which 1,895,306 represent un-settled RSUs. The event is largely administrative, maintains a sizeable insider stake, and carries limited immediate market impact.

Positive

• CEO retains 2,382,253 shares, signalling continued alignment with shareholder interests
• No open-market sale; transaction purely covers tax obligations, limiting negative market perception

Negative

• No insider buying signal; the filing does not reflect increased management conviction through share purchases

Insights

Insider-Trading Analyst

TL;DR: Routine tax withholding; CEO still owns 2.38 M ENVX shares—neutral.

The Code F filing indicates shares surrendered to satisfy payroll taxes on RSU vesting, not an elective sale. Talluri’s post-transaction stake (≈2.4 M shares) remains substantial, aligning management with shareholders. No new options, purchases, or share sales were reported, so dilution or sentiment shifts are negligible. Overall, the disclosure is administrative and should not materially affect valuation or trading dynamics.

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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): July 21, 2025 (July 16, 2025)

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 5 - Corporate Governance and Management

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 16, 2025, American International Group, Inc. (the “Company”) announced that John Neal, age 60, will serve as President, effective December 1, 2025. Mr. Neal is currently employed by Lloyd’s of London where he served as Chief Executive Officer from October 2018 to January 2025.

The Compensation and Management Resources Committee of the Company’s Board of Directors approved the terms of Mr. Neal’s compensation. Mr. Neal will: (i) receive a base salary of $1,250,000 per year; (ii) be eligible for a target annual cash bonus of $3,750,000 under the AIG Short-Term Incentive Plan, with a guarantee of no less than target for the 2025 performance year; and (iii) be eligible for a target annual equity award of $5,000,000 under the AIG 2021 Omnibus Incentive Plan. On his start date, Mr. Neal will receive restricted stock units with an initial grant value of $4,500,000 that will vest ratably over three years and a cash payment of $2,700,000.

There are no arrangements or understandings with any person pursuant to which Mr. Neal was appointed to serve as President of the Company. Mr. Neal has no family relationship with any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d)						Exhibits.
99.1						Press release of American International Group, Inc., dated July 16, 2025.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

EXHIBIT INDEX

Exhibit No.						Description
99.1						Press release of American International Group, Inc., dated July 16, 2025.
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: July 21, 2025			By:			/s/ Christina Banthin
						Name:			Christina Banthin
						Title:			Senior Vice President and Corporate Secretary

FAQ

What did ENVX CEO Raj Talluri report in the Form 4?

He surrendered 17,618 shares on 07/18/2025 to cover taxes on vested RSUs.

Was the ENVX insider transaction an open-market sale?

No. Code F shows shares were withheld by the company for tax purposes, not sold on the market.

How many ENVX shares does the CEO own after the transaction?

Talluri directly beneficially owns 2,382,253 shares, including 1,895,306 underlying RSUs.

Does the filing indicate bullish or bearish sentiment from management?

It is neutral; the action was administrative and does not involve discretionary buying or selling.

Will the tax-withholding transaction affect ENVX share count?

Shares withheld are returned to the issuer, resulting in no increase in outstanding shares and negligible impact on dilution.